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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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) June 19, 1995
BANKERS TRUST NEW YORK CORPORATION
(Exact Name of Registrant as Specified in Charter)
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New York 1-5920 13-6180473
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
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280 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 June 19, 1995, Bankers Trust New York Corporation
(the "Company") entered into an underwriting agreement covering the
issuance and sale of $75,000,000 aggregate principal amount of 7-1/2%
Subordinated Notes due 2010 (the "Notes"). Said Notes were registered
under the Securities Act of 1933 pursuant to the Company'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 June 19, 1995, between
Bankers Trust New York Corporation and Merrill Lynch, Pierce,
Fenner & Smith Incorporated as Underwriter.
(4)(a) Copy of the resolutions of the Price Committee of Bankers
Trust New York Corporation authorizing the issuance of
the Notes (without exhibits).
(4)(b) Specimen of the Notes.
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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: June 22, 1995
BANKERS TRUST NEW YORK CORPORATION
By: /s/ GORDON S. CALDER, JR.
Name: Gordon S. Calder, Jr.
Title: Assistant Secretary
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INDEX TO EXHIBITS
(1) Underwriting Agreement, dated June 19, 1995, between Bankers
Trust New York Corporation and Merrill Lynch, Pierce, Fenner
& Smith Incorporated as Underwriter.
(4)(a) Copy of the resolutions of the Price Committee of Bankers Trust
New York Corporation authorizing the issuance of the Notes
(without exhibits).
(4)(b) Specimen of the Notes.
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Exhibit 1
UNDERWRITING AGREEMENT
June 19, 1995
Bankers Trust New York Corporation
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
Dear Sirs:
We, as Underwriter, understand that Bankers Trust New York
Corporation, a New York corporation (the "Corporation"), proposes to issue and
sell $75,000,000 aggregate principal amount of its 7-1/2% Subordinated Notes due
2010 (the "Securities") to us. 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 June 19, 1995. The Securities will be issued pursuant to an Indenture,
dated as of April 1, 1992, as amended as of January 15, 1993 by the First
Supplemental Indenture thereto (as so supplemented, the "Indenture"), between
the Corporation and Marine Midland Bank (formerly Marine Midland Bank, N.A.), as
trustee (the "Trustee").
All the provisions contained in the document entitled Bankers Trust
New York Corporation Debt Securities Underwriting Agreement Standard Provisions
(September 1993), a copy of which we 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 that White & Case shall act as counsel for the Underwriter
pursuant to Section V(c) therein.
Subject to the terms and conditions set forth herein or incorporated
by reference herein, the Corporation hereby agrees to sell and we hereby agree
to purchase the aggregate principal amount of Securities set forth opposite our
name in Schedule I hereto at 97.735% of their principal
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amount plus accrued interest, if any, from June 22, 1995 to the date of payment
and delivery.
We will pay for such securities in immediately available funds against
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 or about June 22, 1995,
such time being referred to herein as the "Closing Date". The Securities shall
be delivered through the facilities of The Depository Trust Company Same Day
Funds Settlement System.
Please confirm your agreement by having an authorized officer sign
four copies of this Agreement in the space set forth below and by returning the
four signed copies to us.
Very truly yours,
MERRILL LYNCH & CO.
Merrill Lynch, Pierce,
Fenner & Smith Incorporated
By: /s/ Patricia Verrilli
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Name: Patricia Verrilli
Title: Director
Accepted:
BANKERS TRUST NEW YORK CORPORATION
By: /s/ Duncan Hennes
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Name: Duncan Hennes
Title: Senior Vice President
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SCHEDULE I
AGGREGATE PRINCIPAL
NAME OF UNDERWRITER AMOUNT OF SECURITIES
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Merrill Lynch, Pierce, Fenner &
Smith Incorporated $75,000,000
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$75,000,000
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Exhibit (4)(a)
RESOLVED, that the Company issue $75,000,000 aggregate principal amount of its 7
1/2% Subordinated Notes due 2010 (the "Subordinated Notes"), that Merrill Lynch,
Pierce, Fenner & Smith Incorporated is selected to serve as the underwriter (the
"Underwriter") of the Subordinated Notes, that the price to be paid by the
Underwriter shall be 99.735% of the principal amount of the Subordinated Notes
and that the officers of the Company are hereby authorized to execute and
deliver to the Underwriter the Subordinated Notes pursuant to the Underwriting
Agreement, dated June 19, 1995 (the "Underwriting Agreement"), and that the
Underwriting Agreement be and it hereby is approved in all respects in the form
attached hereto as Exhibit 1; and further
RESOLVED, that the Subordinated Notes shall have the terms, and be in
substantially the form, set forth in the form of Subordinated Note attached
hereto as Exhibit 2, which is hereby approved and adopted with such changes as
the officer executing the same shall deem necessary or appropriate; and further
RESOLVED, that the Subordinated Notes shall be issued pursuant to and shall be
entitled to the benefits of an Indenture, dated as of April 1, 1992, as amended
by the First Supplemental Indenture, dated as of January 15, 1993 (the Indenture
together with the First Supplemental Indenture hereinafter the "Indenture"),
between the Company and Marine Midland Bank (formerly Marine Midland Bank,
N.A.), which Indenture is hereby adopted and approved in all respects and that
the provisions of Article Fourteen of the Indenture shall apply to the
Subordinated Notes; and further
RESOLVED, that all actions heretofore taken by any officer of the Company within
the terms of the foregoing resolutions, are ratified and confirmed as the act of
the Company; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized
and empowered to do or cause to be done any and all such further acts and
things, and to execute and deliver any and all such documents, papers and
instruments as they or any of them deem necessary or desirable in order to carry
into effect the purpose and intent of the foregoing resolutions.
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Exhibit 4(b)
NOTE NO. Q-1 CUSIP # 066 365 BV8
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO BANKERS
TRUST NEW YORK CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE,
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC
(AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
BANKERS TRUST NEW YORK CORPORATION
7-1/2% SUBORDINATED NOTES DUE 2010
Bankers Trust New York Corporation, a corporation duly organized and
existing under the laws of the State of New York (the "Company"), for value
received, hereby promises to pay to Cede & Co., as the nominee of The Depository
Trust Company, or registered assigns, the principal amount of $75,000,000 on
June 15, 2010, and to pay interest on the outstanding principal amount hereof
from time to time from the date of issue or from the most recent
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Interest Payment Date (as defined below) to which interest has been paid or duly
provided for, monthly on the 15th day of each month in each year (each, an
"Interest Payment Date"), commencing July 15, 1995, at the rate of 7-1/2% per
annum, until the principal hereof is paid or made available for payment. Subject
to certain exceptions provided in the Indenture referred to below, the interest
so payable, and punctually paid or duly provided for, on any Interest Payment
Date shall, as provided in the Indenture, be paid to the Person in whose name
this Subordinated Note (or one or more predecessor Subordinated Notes) is
registered at the close of business on the first day of each month containing
such Interest Payment Date commencing on July 1, 1995 (the "Regular Record
Date"). Any such interest not so punctually paid or duly provided for
("Defaulted Interest") shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Subordinated Note (or one or more predecessor Subordinated Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Subordinated Notes (as defined below) may be listed and
upon such notice as may be required by such exchange, all as more fully provided
in said Indenture. Notice of a Special Record Date shall be given to Holders of
Subordinated Notes not less than 10 days prior to such Special Record Date.
Payment of the principal of and interest on this Subordinated Note shall be made
at the Corporate Trust Office of the Trustee, or at such other office or agency
of the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts; provided, however, that, at the option of the Company,
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payments of interest may be made by check or wire transfer mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register.
The Subordinated Notes may not be redeemed prior to June 15, 2000. On
or after such date, all, but not less
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than all, of the Subordinated Notes may be redeemed at the option of the
Company, semi-annually on each June 15 and December 15 upon at least 30 days'
notice at par plus accrued interest to the date fixed for redemption, all in
accordance with the Indenture.
This Subordinated Note is one of a duly authorized issue of Securities
of the Company (the "Securities") not limited in aggregate principal amount.
All the Securities are issued or to be issued under an indenture, dated as of
April 1, 1992, as amended by a Supplemental Indenture dated as of January 15,
1993 (collectively, the "Indenture"), duly executed and delivered by the Company
to Marine Midland Bank, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, the holders of Senior Indebtedness (as defined in the
Indenture) and the holders of the Securities. The Securities may be for various
principal amounts and are issuable in series, which different series may mature
at different times, may bear interest at different rates and may otherwise vary
as provided in the Indenture. This Subordinated Note is one of the Securities
described in the Indenture, and is one of the series designated as the Company's
7-1/2% Subordinated Notes due 2010 (herein the "Subordinated Notes"), limited to
an aggregate principal amount of $75,000,000. For the purposes of this
Subordinated Note, Existing Subordinated Indebtedness also includes, in addition
to those listed in the Indenture, the following: the Company's 8-1/4%
Subordinated Notes due 2005, 8-1/8% Subordinated Notes due 2002, 6.00%
Subordinated Notes due October 15, 2008, 7-5/8% Convertible Capital Securities
due 2033, 7.50% Convertible Capital Securities due 2033, Subordinated LIBOR/CMT
Floating Rate Debentures due 2003, Subordinated Floating Rate Notes due 2004,
Subordinated Floating Rate Notes due 2005, Subordinated Constant Rate Maturity
Treasury Floating Rate Debentures due 2003 and 7.25% Subordinated Notes due
January 15, 2003. Unless otherwise defined herein, terms used herein shall have
the meanings assigned in the Indenture.
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The following provisions, provided for or contemplated by the
Indenture, are applicable to the Subordinated Notes:
1. Paying Agent and Registrar. Initially, Bankers Trust Company
will act as Paying Agent and Registrar. The Company may change any Paying
Agent, Registrar or co-registrar without notice. The Company may act in either
such capacity.
2. Subordination. The indebtedness evidenced by this Subordinated
Note is, to the extent provided in Article Fourteen of the Indenture,
subordinate and subject in right of payment to the prior payment in full of all
Senior Indebtedness, and this Subordinated Note is issued subject to the
provisions of the Indenture with respect thereto. Each Holder of this
Subordinated Note, by accepting the same, agrees that each holder of Senior
Indebtedness, whether created or acquired before or after the issuance of the
Subordinated Notes of this series, shall be deemed conclusively to have relied
on such provisions in acquiring and continuing to hold, or in continuing to
hold, such Senior Indebtedness. The Indenture also provides that if, upon the
occurrence of certain events of bankruptcy or insolvency relating to the
Company, there remains, after giving effect to such subordination provisions,
any amount of cash, property or securities available for payment or distribution
in respect of Subordinated Notes of this series (as defined in the Indenture,
"Excess Proceeds"), and if, at such time, any Entitled Person (as defined in the
Indenture) has not received payment in full of all amounts due or to become due
on or in respect of Other Financial Obligations (as defined in the Indenture),
then such Excess Proceeds shall first be applied to pay or provide for the
payment in full of such Other Financial Obligations before any payment or
distribution may be made in respect of Subordinated Notes of this series. This
Subordinated Note is also issued subject to the provisions of the Indenture
regarding payments to Entitled Persons in respect of Other Financial
Obligations. Each Holder of this Security, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
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the subordination of this Security and payment of Excess Proceeds as provided in
the Indenture and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.
3. Denominations, Transfer, Exchange. The Subordinated Notes are
issuable in registered form without coupons in denominations of $1,000 and
integral multiples of $1,000 in excess thereof. The transfer of Subordinated
Notes will be registered and Subordinated Notes may be exchanged as provided in
the Indenture. The Registrar may require holders of Subordinated Notes, among
other things, to furnish appropriate endorsements and transfer documents and to
pay any taxes and fees required by law or permitted by the Indenture.
4. Persons Deemed Owners. The Company, the Trustee for the
Subordinated Notes and any agent of the Company or such Trustee may treat the
Person in whose name this Subordinated Note is registered as the owner hereof
for the purpose of receiving payment as herein provided and for all other
purposes whatsoever, whether or not this Subordinated Note be overdue, and
neither the Company, such Trustee nor any such agent shall be affected by notice
to the contrary.
5. Amendments and Waivers. The Indenture permits, with certain
exceptions as therein provided, the amendment thereof and the modification of
the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the
Company and the Trustee with the consent of the Holders of at least 66-2/3% in
principal amount of the Securities at the time outstanding of each series to be
affected. The Indenture also contains provisions permitting the Holders of
specified percentages in principal amount of the Securities of each series at
the time outstanding, on behalf of Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Subordinated Note shall be conclusive
and binding upon such Holder and upon all future Holders of this Subordinated
Note and of any Subordinated Note issued upon the registration of transfer
hereof or in
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exchange hereof or in lieu hereof, whether or not notation of such waiver is
made upon this Subordinated Note.
6. Defaults and Remedies. An Event of Default is any of certain
events involving a bankruptcy, insolvency or reorganization of the Company. If
an Event of Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the Subordinated Notes may declare all the
Subordinated Notes to be due and payable immediately. Holders of Subordinated
Notes may not enforce the Indenture or the Subordinated Notes except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Subordinated Notes. Subject to certain
limitations, holders of a majority in principal amount of the Subordinated Notes
may waive an Event of Default and rescind any related declaration and also may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from holders of Subordinated Notes notice of any continuing Event of
Default if it determines that withholding notice is in their interest. The
Company must furnish an annual compliance certificate to the Trustee.
7. Trustee Dealings with Company. Subject to Sections 608 and 613
of the Indenture, the Trustee under the Indenture, in its individual or any
other capacity, may make loans to, accept deposits from and perform services for
the Company or its affiliates, and may otherwise deal with the Company or its
affiliates, as if it were not Trustee.
8. No Recourse Against Others. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Subordinated Notes or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each holder of Subordinated Notes by accepting the Subordinated Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Subordinated Notes.
This Subordinated Note shall for all purposes be governed by, and
construed in accordance with, the laws of the State of New York.
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This Subordinated Note is not a deposit or other obligation of a bank
and is not insured by the Federal Deposit Insurance Corporation or other
governmental agency.
This Subordinated Note shall not be valid or obligatory for any
purpose until the certificate of authentication hereon shall have been signed by
the Trustee under the Indenture.
IN WITNESS WHEREOF, Bankers Trust New York Corporation has caused this
instrument to be signed in its corporate name, manually or by facsimile, by its
Chairman of the Board or one of its Senior Vice Presidents and a facsimile of
its corporate seal to be affixed hereunto or imprinted hereon, attested by the
manual or facsimile signature of its Secretary or one of its Assistant
Secretaries.
BANKERS TRUST NEW YORK
CORPORATION
Attest: _____________________ By: _____________________
Assistant Secretary Senior Vice President
Dated: June 22, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subordinated Notes of the series designated herein
referred to in the within-mentioned Indenture.
MARINE MIDLAND BANK,
as Trustee
By:
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Authorized Signer
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