<PAGE>
Rule 424(b)(2)
Registration No. 33-50395
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 15, 1993)
$150,000,000
BANKERS TRUST NEW YORK CORPORATION
8 1/4% SUBORDINATED NOTES DUE 2005
----------------
Interest on the Offered Notes is payable by Bankers Trust New York
Corporation (the "Corporation") semi-annually on May 1 and November 1 of each
year, beginning November 1, 1995, and the Offered Notes will mature on May 1,
2005. The Offered Notes will be unsecured and subordinated as described herein
under "Certain Terms of the Offered Notes--Subordination."
The Offered Notes may not be redeemed prior to their maturity. Payment of
the principal of the Offered Notes may be accelerated only in the case of
certain events involving the bankruptcy, insolvency or reorganization of the
Corporation. There is no right of acceleration in the case of a default in the
performance of any covenant of the Corporation, including the payment of
principal or interest. See "Description of Debt Securities" in the Prospectus
accompanying this Prospectus Supplement.
The Offered Notes will be represented by Global Debt Securities registered
in the name of the nominee of The Depository Trust Company, New York, New York
("DTC"), which will act as the Depository. Interests in the Offered Notes
represented by Global Debt Securities will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository and its
direct and indirect participants. Except as described herein, Offered Notes in
definitive form will not be issued. Settlement for the Offered Notes will be
made in immediately available funds. The Offered Notes will trade in the
Depository's Same-Day Funds Settlement System and secondary market trading
activity for the Offered Notes will therefore settle in immediately available
funds. All payments of principal and interest will be made by the Corporation
in immediately available funds or the equivalent. See "Certain Terms of the
Offered Notes--Same-Day Settlement and Payment."
----------------
THE OFFERED NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE
NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) CORPORATION(1)(3)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Offered Note 100.00% .65% 99.35%
- ---------------------------------------------------------------------------------------------
Total $150,000,000 $975,000 $149,025,000
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest from April 26, 1995, if any.
(2) The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deduction of expenses payable by the Corporation estimated at
$100,000.
----------------
The Offered Notes are offered by the Underwriters, subject to receipt and
acceptance by them and to their right to reject any order in whole or in part.
It is expected that delivery of the Offered Notes will be made through the
book-entry facilities of DTC on or about April 26, 1995.
----------------
SMITH BARNEY INC.
BT SECURITIES CORPORATION
BEAR, STEARNS & CO. INC.
MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC
The date of this Prospectus Supplement is April 19, 1995.
<PAGE>
BANKERS TRUST NEW YORK CORPORATION
GENERAL
Bankers Trust New York Corporation (the "Corporation") is a bank holding
company, incorporated under the laws of the State of New York in 1965. At
December 31, 1994, the Corporation had consolidated total assets of $97
billion. The Corporation's principal banking subsidiary is Bankers Trust
Company ("Bankers"). Bankers, founded in 1903, is among the largest commercial
banks in New York City and the United States, based on consolidated total
assets. The Corporation concentrates its financial and managerial resources on
selected markets and services its clients by meeting their needs for financing,
advisory, processing and sophisticated risk management solutions. The core
organizational units of the Corporation are the Global Investment Bank, Global
Markets Proprietary, Global Investment Management, Global Emerging Markets and
Global Assets. Other business activities include real estate finance and
principal investing. The Corporation also conducts its own proprietary
operations. Among the institutional market segments served are corporations,
banks, other financial institutions, governments and agencies, retirement
plans, not-for-profit organizations, wealthy individuals, foundations, private
companies and individual investors. Bankers originates loans and other forms of
credit, accepts deposits, arranges financings and provides numerous other
commercial banking and financial services. Bankers provides a broad range of
financial advisory services to its clients. It also engages in the proprietary
trading of currencies, securities, derivatives and commodities.
The Corporation is a legal entity separate and distinct from its
subsidiaries, including Bankers. There are various legal limitations governing
the extent to which the Corporation's banking subsidiaries may extend credit,
pay dividends or otherwise supply funds to, or engage in transactions with, the
Corporation or certain of its other subsidiaries. The rights of the Corporation
to participate in any distribution of assets of any subsidiary upon its
dissolution, winding-up, liquidation or reorganization or otherwise are subject
to the prior claims of creditors of that subsidiary, except to the extent that
the Corporation may itself be a creditor of that subsidiary and its claims are
recognized. Claims on the Corporation's subsidiaries by creditors other than
the Corporation include long-term debt and substantial obligations with respect
to deposit liabilities, trading liabilities, federal funds purchased,
securities sold under repurchase agreements and commercial paper, as well as
various other liabilities.
The Corporation's principal executive offices are located at 280 Park Avenue,
New York, New York 10017 and its telephone number is (212) 250-2500.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------ -------------
1990 1991 1992 1993 1994 1994 1995
---- ---- ---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.... 1.30 1.40 1.44 1.71 1.28 1.34 .73
Including Interest on Deposits.... 1.16 1.22 1.28 1.48 1.21 1.26 .80
</TABLE>
For purposes of computing these consolidated ratios, earnings represent
income (loss) before income taxes, cumulative effects of accounting changes and
equity in undistributed income of unconsolidated subsidiaries and affiliates,
plus fixed charges excluding capitalized interest. Fixed charges represent all
interest expense (ratios are presented both excluding and including interest on
deposits), the portion of net rental expense which is deemed representative of
the interest factor, the amortization of debt issuance expense and capitalized
interest. For the three months ended March 31, 1995, earnings, as defined, did
not cover fixed charges, excluding and including interest on deposits, by $231
million, as a result of a net loss recorded during the period.
CONSOLIDATED RESULTS OF OPERATIONS
In the first quarter of 1995, the Corporation recorded a loss of $122
million, or $1.66 primary loss per share, excluding an after-tax provision for
severance-related costs of $35 million taken in connection with the
Corporation's expense reduction program. Net loss for the quarter, including
the effect of this provision, was $157 million, or $2.11 primary loss per
share. In the first quarter of 1994, the Corporation earned $164 million, or
$1.90 primary earnings per share.
S-2
<PAGE>
Revenue
Net interest revenue totaled $182 million for the first quarter of 1995, down
$188 million, or 51%, from the first quarter of 1994. Of this decline, $176
million was from trading-related net interest revenue. A significant portion of
the Corporation's trading and risk management activities involve positions in
interest rate instruments and related derivatives. The revenue from these
activities can periodically shift between trading and net interest, depending
on a variety of factors, including risk management strategies. Therefore, the
Corporation views trading revenue and trading-related net interest revenue
together.
The combined total of trading revenue and trading-related net interest
revenue for the first quarter of 1995 was a loss of $77 million, a $268 million
decrease from the first quarter of 1994. The first quarter loss was primarily
attributable to losses sustained in the emerging markets of Latin America. The
devaluation of the Mexican peso and the associated sudden absence of liquidity
adversely affected the Corporation's positions. Additionally, while the volume
of transactions from the Corporation's Client Financial Risk Management
activities remained relatively steady, revenue has been reduced as the mix of
business has shifted to lower-margin transactions.
Fiduciary and funds management revenue totaled $171 million for the first
quarter of 1995, down $17 million, or 9%, from the same period last year.
Decreased revenue was recorded by most business activities within this revenue
category, primarily due to a decline in transaction volumes.
Fees and commissions of $145 million decreased by $37 million for the first
quarter of 1995, or 20%, from the first quarter of 1994. Corporate finance fees
of $72 million decreased by $36 million for the first quarter of 1995 from the
same period last year, due to lower revenue from securities underwriting and
loan syndication fees. These results were partially offset by higher revenue
from merger and acquisition and financial advisory activities.
The Corporation's securities available for sale gains were $2 million for the
first quarter of 1995, compared with $4 million in the prior year's first
quarter.
Other noninterest revenue totaled $102 million, down $15 million, or 13%,
from the prior year's quarter. This decrease was due to a decline in the
category of equity in income of unconsolidated subsidiaries, lower insurance
premium revenue as well as lower net gains from sales of equity investments and
other assets. These factors were partially offset by a lower level of losses
from the revaluation of non-trading foreign currency investments.
Expenses
In response to the lower revenue and reduced market activity in certain
businesses, management has implemented a wide ranging expense reduction
program. This program was designed to reduce overall operating expenses
(principally, noninterest expenses before bonus and policyholder benefits) by
approximately $200 million in 1995. Management anticipates that these actions
will result in savings of approximately $275 million in 1996.
In order to accomplish these expense reductions, it is anticipated that total
staff will be reduced by approximately 1,400, comprised of 1,000 regular staff
and 400 temporary employees. In order to provide for appropriate cost of
severance, the Corporation has recorded a provision for severance-related costs
of $50 million, pre-tax, in the first quarter.
Total noninterest expenses of $734 million for the first quarter of 1995
increased by $93 million, or 15%, from the first quarter of 1994. Excluding the
provision for severance-related costs of $50 million, noninterest expenses were
$684 million for the first quarter of 1995, an increase of $43 million, or 7%,
from last year's first quarter. Incentive compensation and employee benefits
expense decreased $29 million for the first quarter of 1995, or 18%, due
primarily to lower bonus expense reflecting the reduced earnings. Salaries
expense increased $31 million, or 18%, from the first quarter of 1994. The
average number of employees increased by 5% versus the same period, to 14,369,
whereas the number of employees at March 31, 1995 decreased by 3%, to 14,144
from December 31, 1994 as a result of the initial effect of the expense
reduction program.
S-3
<PAGE>
All other expenses, excluding the provision for severance-related costs,
totaled $343 million for the quarter, up $41 million, or 14%, from last year's
first quarter. Increases in professional fees and agency personnel fees
accounted for more than half of this increase.
RECENT DEVELOPMENTS
On March 10, 1995, Moody's Investors Service, Inc. announced that it had
placed the long-term ratings of the Corporation under review for possible
downgrade, and on March 13, 1995, Standard and Poor's Corporation announced
that it had revised the ratings outlook of the Corporation to negative from
stable.
Following the sharp increase in interest rates during the first quarter of
1994, various counterparties that had entered into leveraged derivative
transactions with certain subsidiaries of the Corporation experienced losses
and some of those counterparties have made claims against the Corporation. The
Corporation has settled some of the claims made by certain counterparties and
is contesting allegations made by others, including Procter & Gamble. In
connection with these developments, during the fourth quarter of 1994, the
Corporation placed on a cash basis $423 million of leveraged derivative
transactions which had been reclassified as receivables in its loan account. Of
this amount, the Corporation concurrently charged off $72 million to its
allowance for credit losses. Approximately one half of the remainder relates to
transactions with Procter & Gamble. With these transfers and charge-offs, the
Corporation has reclassified those leveraged derivative transactions that, in
its judgment, are not likely to perform according to the applicable contracts
and has charged off the balances it deemed to be uncollectible. However, there
can be no assurance that there will not be other such actions or claims in the
future.
BT Securities Corporation ("BT Securities"), a subsidiary of the Corporation,
has entered into a settlement agreement with the Securities and Exchange
Commission (the "SEC") and the Commodity Futures Trading Commission (the
"CFTC") concerning all investigations of the Corporation and its subsidiaries
by those agencies with respect to the conduct of its privately negotiated over-
the-counter derivatives (the "Derivatives") business. As part of that
settlement entered into on December 22, 1994, the SEC and the CFTC agreed not
to further pursue Bankers Trust related entities concerning Derivatives matters
prior to the settlement date (although they did reserve the right to pursue
individuals), and BT Securities paid $10 million in civil penalties and has
agreed to retain an independent consultant to examine its conduct of the
Derivatives business and to implement such consultant's recommendations.
The Corporation, Bankers and BT Securities have also entered into a Written
Agreement with the Federal Reserve Bank of New York and a Memorandum of
Understanding with the New York State Banking Department concerning the
Corporation's leveraged derivative transactions business, both of which call
for an independent counsel review.
The Corporation cannot predict the effect on the derivatives business
generally, or the Corporation's derivatives business in particular, of these
events or of the current legislative, regulatory and media attention being
given to the derivatives industry.
Details with respect to the foregoing are set forth in the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1994 which is
incorporated herein by reference.
S-4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION
The following selected consolidated financial data at and for each of the
three years ended December 31, 1992, 1993 and 1994 have been derived from and
are qualified in their entirety by the detailed financial information and
consolidated financial statements of the Corporation included in its Annual
Report on Form 10-K for the year ended December 31, 1994 which is incorporated
herein by reference.
The consolidated financial data at and for each of the three months ended
March 31, 1994 and 1995 is unaudited but, in the opinion of management, all
material adjustments necessary for a fair presentation of its results of
operations for such periods have been made. All such adjustments were of a
normal recurring nature. The results for the three months ended March 31, 1995
are not necessarily indicative of the results for the full year or any other
interim period.
<TABLE>
<CAPTION>
AT OR FOR THE
AT OR FOR THE THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------- --------------------
1992 1993 1994 1994 1995
------- ------- ------- --------- ---------
($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Condensed Consolidated State-
ment of Income:
Interest revenue............. $4,219 $4,436 $5,030 $ 1,211 $ 1,353
Interest expense............. 3,072 3,122 3,858 841 1,171
------- ------- ------- --------- ---------
Net interest revenue......... 1,147 1,314 1,172 370 182
Provision for credit losses.. 225 93 25 -- 14
------- ------- ------- --------- ---------
Net interest revenue after
provision for credit loss-
es.......................... 922 1,221 1,147 370 168
Noninterest revenue.......... 2,331 3,364 2,473 505 342
Noninterest expenses......... 2,347 3,035 2,751 641 734
------- ------- ------- --------- ---------
Income (loss) before income
taxes and cumulative ef-
fects of accounting
changes..................... 906 1,550 869 234 (224)
Income taxes................. 267 480 254 70 (67)
------- ------- ------- --------- ---------
Income (loss) before cumula-
tive effects of accounting
changes..................... 639 1,070 615 164 (157)
Cumulative effects of ac-
counting changes (1)........ 446 (75) -- -- --
------- ------- ------- --------- ---------
Net income (loss)............ $1,085 $ 995 $ 615 $ 164 $ (157)
======= ======= ======= ========= =========
Net income (loss) applicable
to common stock............. $1,055 $ 972 $ 587 $ 159 $ (165)
======= ======= ======= ========= =========
Per Common Share Data:
Primary earnings (loss) per
share
Income (loss) before cumu-
lative effects of account-
ing changes................ $ 7.23 $12.40 $ 7.17 $ 1.90 $ (2.11)
Net income (loss)........... 12.53 11.51 7.17 1.90 (2.11)
Fully diluted earnings
(loss) per share
Income (loss) before cumu-
lative effects of account-
ing changes................ 7.22 12.29 7.17 1.90 (2.11)
Net income (loss)........... 12.51 11.41 7.17 1.90 (2.11)
Cash dividends declared...... 2.88 3.24 3.70 .90 1.00
--as a percentage of net
income (2)................. 40% 26% 52% 47% N/M
Book value (3)............... 43.23 51.90 53.67 52.41 50.04
Profitability Ratios:
Return on average common
stockholders' equity (2).... 19.52% 26.33% 13.48% 14.85% N/M
Return on average total as-
sets (2).................... .86 1.25 .59 .61 N/M
Consolidated Balances, End of
Period:
Trading assets............... $29,908 $48,276 $47,514 $ 56,173 $ 51,603
Loans........................ 17,318 15,200 12,501 13,659 11,731
Total assets................. 72,886 92,082 97,016 103,721 107,362
Deposits..................... 25,071 22,776 24,939 20,049 24,596
Securities sold under repur-
chase agreements............ 17,451 23,834 15,617 25,842 18,631
Other short-term borrowings.. 11,779 18,992 18,222 17,480 16,396
Long-term debt............... 3,992 5,597 6,455 5,693 6,621
Common stockholders' equity.. 3,621 4,284 4,309 4,295 4,029
Total stockholders' equity... 4,121 4,534 4,704 4,745 4,668
Consolidated Capital Ratios,
End of Period:
Common stockholders' equity
to total assets............. 4.97% 4.65% 4.44% 4.14% 3.75%
Total stockholders' equity
to total assets............. 5.65 4.92 4.85 4.57 4.35
Risk-based capital ratios
(1992 year-end guide-
lines)(4)
Tier 1 Capital............. 7.75 8.50 9.05 8.89 8.85
Total Capital.............. 13.64 14.46 14.77 14.66 14.40
Leverage Ratio............... 6.05 6.28 5.26 5.39 5.18
EMPLOYEES..................... 12,917 13,571 14,529 13,748 14,144
</TABLE>
- --------
(1) The Corporation adopted the accounting standards for postretirement
benefits other than pensions (SFAS 106) and postemployment benefits (SFAS
112) effective January 1, 1993, and for income taxes (SFAS 109) effective
January 1, 1992.
(2) These figures exclude the cumulative effects of accounting changes
recorded in 1992 and 1993.
(3) This calculation includes the effect of common shares issuable under
deferred stock awards.
(4) The 1992 ratios were not restated in connection with the retroactive
adoption of SFAS 109. At both December 31, 1994 and December 31, 1993, all
three regulatory capital ratios excluded any benefit from the adoption of
SFAS 115. Risk-based capital ratios at March 31, 1995 are preliminary.
N/M Not Meaningful
S-5
<PAGE>
CERTAIN TERMS OF THE OFFERED NOTES
GENERAL
The Corporation's 8 1/4% Subordinated Notes due 2005 offered hereby (the
"Offered Notes") will be limited to $150,000,000 aggregate principal amount and
will mature on May 1, 2005. The Offered Notes may not be redeemed prior to
stated maturity and are not entitled to any sinking fund. The Offered Notes
will be issued pursuant to an Indenture, dated as of April 1, 1992, between the
Corporation and Marine Midland Bank (formerly Marine Midland Bank, N.A.), as
Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture
thereto, dated as of January 15, 1993, between the Corporation and the Trustee
(collectively, the "Subordinated Indenture"). The Offered Notes will bear
interest at the rate of 8 1/4% per annum from April 26, 1995, payable semi-
annually in arrears on May 1 and November 1 in each year, beginning on November
1, 1995, to the persons in whose names the Offered Notes (or any predecessor
Offered Notes) are registered at the close of business on the April 15 or
October 15 next preceding such interest payment date.
The Offered Notes will be issued in fully registered form, in denominations
of $1,000 and integral multiples of $1,000 in excess thereof. The paying agent,
registrar and transfer agent for the Offered Notes will be the corporate trust
department of Bankers in The City of New York.
Reference should be made to the Prospectus for a description of other terms
of the Offered Notes and the information contained herein concerning the
Offered Notes is qualified by reference to the provisions of the Indenture,
including the definitions therein of certain terms. See "Description of Debt
Securities." Defined terms used but not defined in this Prospectus Supplement
have the meanings ascribed to them in the Prospectus.
BOOK-ENTRY SYSTEM
The Offered Notes will be issued in the form of one or more fully registered
Global Debt Securities (collectively, the "Global Security"), which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York ("DTC"), as depository for the Global Security, and registered in the name
of DTC's nominee. Transfers or exchanges of beneficial interests in the Global
Security may be effected only through a participating member of DTC. Under
certain limited circumstances Offered Notes may be issued in certificated form
in exchange for the Global Security. See "Description of Debt Securities--
Global Debt Securities" in the Prospectus accompanying this Prospectus
Supplement. In the event that Offered Notes are issued in certificated form,
such Offered Notes may be transferred or exchanged at the offices described in
the second following paragraph.
Payment of principal of, and interest on, Offered Notes registered in the
name of DTC or its nominee will be made to DTC or its nominee, as the case may
be, as the registered owner of the Global Security. None of the Corporation,
the Trustee, any Paying Agent or any other agent of the Corporation or the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
the Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
In the event that Offered Notes are issued in certificated form, principal
and interest will be payable, the transfer of the Offered Notes will be
registrable and Offered Notes will be exchangeable for Offered Notes bearing
identical terms and provisions at the office of the agent of the Corporation in
The City of New York designated for such purpose, provided that payment of
interest may be made at the option of the Corporation by check mailed to the
address of the person entitled thereto.
S-6
<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Offered Notes will be made by the Underwriters in
immediately available funds. All payments of principal and interest will be
made by the Corporation in immediately available funds or the equivalent, so
long as the Depository continues to make its Same-Day Funds Settlement System
available to the Corporation.
Secondary trading in long-term notes and debentures of corporate issuers is
generally settled in clearinghouse or next-day funds. In contrast, the Offered
Notes will trade in the Depository's Same-Day Funds Settlement System, and
secondary market trading activity in the Offered Notes will therefore be
required by the Depository to settle in immediately available funds. No
assurance can be given as to the effect, if any, of settlement in immediately
available funds on trading activity in the Offered Notes.
SUBORDINATION
THE OFFERED NOTES WILL BE SUBJECT TO THE SUBORDINATION PROVISIONS AS SET
FORTH IN THE SUBORDINATED INDENTURE AND DESCRIBED IN "DESCRIPTION OF DEBT
SECURITIES--SUBORDINATION--SUBORDINATED DEBT SECURITIES" IN THE PROSPECTUS AS
SUPPLEMENTED BELOW.
For the purposes of the Offered Notes, "Existing Subordinated Indebtedness"
means the Corporation's 6.00% Subordinated Notes due October 15, 2008, 7.50%
Convertible Capital Securities due 2033, Subordinated LIBOR/CMT Floating Rate
Debentures due 2003, Subordinated Floating Rate Notes due 2005, Subordinated
Constant Maturity Treasury Floating Rate Debentures due 2003, 7.25%
Subordinated Debentures due January 15, 2003, Subordinated Floating Rate Notes
due 2002, 7 1/8% Subordinated Debentures due July 31, 2002, 8 1/8% Subordinated
Debentures due May 15, 2002, 7.50% Subordinated Debentures due January 15,
2002, 9.00% Subordinated Debentures due August 1, 2001, 9.40% Subordinated
Debentures due March 1, 2001, 9.50% Subordinated Debentures due June 14, 2000,
Zero Coupon Subordinated Yen Notes due 1997-2004, Subordinated Floating Rate
Notes due 2004, 9.20% Subordinated Capital Notes due July 15, 1999,
Subordinated Money Market Capital Notes, Series A, B and C due 1999, 8%
Subordinated Debentures due March 15, 1997, 8 1/4% Subordinated Debentures due
July 2, 1996 and 8 1/8% Subordinated Notes due 2002.
As of March 31, 1995, Senior Indebtedness and Other Financial Obligations of
the Corporation aggregated approximately $13 billion.
The Subordinated Indenture does not limit or prohibit the incurrence of
additional Senior Indebtedness, which may include indebtedness that is senior
to the Offered Notes but subordinate to other obligations of the Corporation,
including obligations of the Corporation in respect of Other Financial
Obligations.
EXPERTS
The consolidated financial statements of the Corporation for the year ended
December 31, 1994, appearing in the Annual Report on Form 10-K for the year
ended December 31, 1994, and incorporated by reference in this Prospectus
Supplement, the accompanying Prospectus and the Registration Statement, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
auditing and accounting.
VALIDITY OF OFFERED NOTES
The validity of the Offered Notes will be passed upon for the Corporation by
Gordon S. Calder, Jr., Esq., a Managing Director and Counsel of Bankers, and
for the Underwriters by White & Case, New York, New York. White & Case performs
services for the Corporation from time to time. Mr. Calder has an interest in a
number of shares equal to less than 0.015 percent of the Corporation's
outstanding common stock. The foregoing supersedes "Validity of Offered
Securities" in the Prospectus.
S-7
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an Underwriting Agreement
dated April 19, 1995 (the "Underwriting Agreement"), the Corporation has agreed
to sell to Smith Barney Inc., BT Securities, Bear, Stearns & Co. Inc., Morgan
Stanley & Co. Incorporated and Salomon Brothers Inc (the "Underwriters"), and
each of the Underwriters has severally agreed to purchase, the aggregate
principal amount of Offered Notes set forth opposite its name below.
<TABLE>
<CAPTION>
UNDERWRITER PRINCIPAL AMOUNT
----------- ----------------
<S> <C>
Smith Barney Inc. .......................................... $ 30,000,000
BT Securities Corporation................................... 30,000,000
Bear, Stearns & Co. Inc. ................................... 30,000,000
Morgan Stanley & Co. Incorporated........................... 30,000,000
Salomon Brothers Inc ....................................... 30,000,000
------------
$150,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
to pay for and accept delivery of the Offered Notes are subject to the approval
of certain legal matters by their counsel and to certain other conditions.
The Underwriters propose to offer part of the Offered Notes directly to the
public at the public offering price set forth on the cover page hereof and part
to certain dealers at a price that represents a concession not in excess of
0.400% of the principal amount under the public offering price. The
Underwriters may allow, and such dealers may reallow, a concession not in
excess of 0.250% of the principal amount of the Offered Notes to certain other
dealers.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Corporation has been advised by the Underwriters that the Underwriters
presently intend to make a market in the Offered Notes, although the
Underwriters are under no obligation to do so and the Underwriters may
discontinue any such market making at any time in their sole discretion.
Accordingly, no assurance can be given as to the liquidity of, or the trading
markets for, the Offered Notes.
This Prospectus Supplement and the accompanying Prospectus may also be
delivered in connection with sales of the Offered Notes by affiliates of the
Corporation that have acquired such Offered Notes.
Underwriters and certain of their associates and affiliates may be customers
of (including borrowers from), engage in transactions with, and/or perform
services for the Corporation and its subsidiaries (including Bankers) in the
ordinary course of business.
BT Securities is a wholly owned subsidiary of the Corporation. The
underwriting arrangements for this offering comply with the requirements of
Schedule E of the By-laws of the National Association of Securities Dealers,
Inc. ("NASD") regarding an NASD member firm's underwriting securities of an
affiliate.
S-8
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
No dealer, salesperson or any other person has been authorized to give any
information or to make any representations, other than those contained in this
Prospectus Supplement or the Prospectus, in connection with the offer made by
this Prospectus Supplement and the Prospectus and, if given or made, such
other information or representations must not be relied upon as having been
authorized by the Corporation or the Underwriters. Neither the delivery of
this Prospectus Supplement and the Prospectus nor any sale made hereunder
shall, under any circumstances, create an implication that there has been no
change in the facts set forth in this Prospectus Supplement and the Prospectus
or in the affairs of the Corporation since the date hereof. This Prospectus
Supplement and the Prospectus are not an offer to sell or a solicitation of an
offer to buy the Notes offered hereby in any jurisdiction in which it is
unlawful to make such offer or solicitation.
-----------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Bankers Trust New York Corporation......................................... S-2
Selected Consolidated Financial Data and Other Information................. S-5
Certain Terms of the Offered Notes......................................... S-6
Experts.................................................................... S-7
Validity of Offered Notes.................................................. S-7
Underwriting............................................................... S-8
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
Bankers Trust New York Corporation......................................... 3
Use of Proceeds............................................................ 4
Description of Debt Securities............................................. 4
Foreign Currency Risks..................................................... 12
Description of Series Preferred Stock...................................... 13
Depositary Shares.......................................................... 16
Description of the Corporation's
Capital Stock............................................................. 18
Validity of Offered Securities............................................. 23
Experts.................................................................... 24
Plan of Distribution....................................................... 24
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$150,000,000
BANKERS TRUST
NEW YORK CORPORATION
8 1/4% SUBORDINATED NOTES DUE 2005
-----------
PROSPECTUS SUPPLEMENT
APRIL 19, 1995
-----------
SMITH BARNEY INC.
BT SECURITIES CORPORATION
BEAR, STEARNS & CO. INC.
MORGAN STANLEY & CO.
INCORPORATED
SALOMON BROTHERS INC
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
