<PAGE>
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 15, 1993)
$50,000,000
BANKERS TRUST NEW YORK CORPORATION
7 1/8% SUBORDINATED NOTES DUE 2010
----------------
Interest on the Offered Notes is payable by Bankers Trust New York
Corporation (the "Corporation") on the 22nd of each month of each year,
beginning December 22, 1995, and the Offered Notes will mature on November 22,
2010. 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 November 22, 2000. On or after
such date, all, but not less than all, of the Offered Notes may be redeemed at
the option of the Corporation on the 22nd of each month upon at least 30 days'
notice at par plus accrued interest to the date fixed for redemption. See
"Certain Terms of the Offered Notes--Optional Redemption." 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% 2.40% 97.60%
- ---------------------------------------------------------------------------------------------
Total $50,000,000 $1,200,000 $48,800,000
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest from November 22, 1995, if any.
(2) The Corporation has agreed to indemnify the Underwriter 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 Underwriter, subject to receipt and
acceptance by it and to its 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 November 22, 1995.
----------------
SMITH BARNEY INC.
The date of this Prospectus Supplement is November 6, 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
September 30, 1995, the Corporation had consolidated total assets of $103.9
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 COMBINED FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------ -------------
1990 1991 1992 1993 1994 1995
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.... 1.30 1.40 1.44 1.71 1.28 1.02
Including Interest on Deposits.... 1.16 1.22 1.28 1.48 1.21 1.02
</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.
S-2
<PAGE>
CONSOLIDATED RESULTS OF OPERATIONS
In the third quarter of 1995, the Corporation earned $155 million, or $1.72
primary earnings per share. Return on average common equity for the third
quarter of 1995 was 14%. The Corporation earned $91 million, or $.98 primary
earnings per share for the quarter ended June 30, 1995. In the third quarter of
1994, the Corporation earned $169 million, or $1.98 primary earnings per share.
REVENUE
Net interest revenue totaled $204 million, down $60 million, or 23%, from the
third quarter of 1994 and down $18 million, or 8%, from the second quarter of
1995. The third quarter of 1995 included $20 million of trading-related net
interest revenue, down $92 million and $37 million from the third quarter of
1994 and second quarter of 1995, respectively. 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, which are presented below.
<TABLE>
<CAPTION>
TRADING-
RELATED
NET
TRADING INTEREST
REVENUE REVENUE TOTAL
------- -------- -----
(IN MILLIONS)
<S> <C> <C> <C>
Third Quarter 1995................................. $257 $ 20 $277
Second Quarter 1995................................ $ 79 $ 57 $136
Third Quarter 1994................................. $278 $112 $390
</TABLE>
Although the third quarter results were below those of the same period in
1994, the Corporation believes that the doubling of combined trading revenue
and trading-related net interest revenue from the second quarter of 1995 is
evidence of a transition towards improvement in profitability. The third
quarter's results were primarily attributable to higher revenue from both
client-related and proprietary trading in foreign exchange markets and
improvement in performance of the Corporation's client derivatives business.
Third quarter trading results in the emerging markets of Asia and Latin America
were comparable to the second quarter of 1995, but were lower than the prior
year's strong results.
Fiduciary and funds management revenue totaled $174 million for the third
quarter, down $14 million, or 7%, from the same period last year. The decrease
in revenue was due primarily to a decline in transaction volumes in global
fiduciary services. The $174 million of revenue for the third quarter was up $8
million, or 5%, from the second quarter of 1995. This increase was attributable
to higher fiduciary revenue from retirement services and securities lending
activities.
Fees and commissions of $152 million in the third quarter of 1995 decreased
by $11 million, or 7%, from the third quarter of 1994. Corporate finance fees
of $74 million decreased by $2 million, or 3%, from the same period last year.
Lower revenue from commercial banking and securities underwriting fees were
partially offset by higher revenue from financial advisory and loan syndication
activities. Compared with this year's second quarter, fees and commissions were
down $59 million, or 28%, as corporate finance fees decreased by $53 million,
or 42%, as a result of lower revenue from loan syndication and private
placement fees.
The Corporation's gains on securities available for sale were $10 million for
the third quarter, compared with $28 million in the prior year's third quarter
and $17 million in the second quarter of 1995.
Other noninterest revenue totaled $162 million for the third quarter, up $112
million from the prior year's quarter. The largest component of this increase
was an $81 million rise in net revenue from client-related equity investment
transactions, as the 1995 third quarter included a $62 million gain on the sale
of a
S-3
<PAGE>
portion of the Corporation's merchant banking investment in Northwest Airlines
Corporation. Also contributing to the increase in other noninterest revenue was
higher insurance premium revenue from operations in Chile. The 1994 third
quarter had included charges related to the funds management business. The $162
million of other noninterest revenue for the third quarter of 1995 was up $48
million, or 42%, from the second quarter of 1995, primarily as a result of the
above-mentioned net revenue from equity investment transactions.
EXPENSES
Total noninterest expenses of $728 million in the third quarter of 1995
increased by $15 million, or 2%, from the third quarter of 1994. Incentive
compensation and employee benefits expense decreased $10 million, or 5%.
Salaries expense decreased $4 million, or 2%, from the third quarter of 1994,
mostly due to a 2% decrease in the average number of employees. The number of
full time staff at September 30, 1995 was 13,808, a net decrease of 721 from
December 31, 1994. Management has implemented expense reduction programs
designed to reduce overall operating expenses--principally noninterest expenses
before bonus, policyholder benefits and minority interest. The Corporation
previously announced that it would be reducing these expenses, as compared to
the annualized fourth quarter 1994 amounts, by approximately $200 million in
1995 and approximately $275 million in 1996.
All other expenses totalled $345 million for the 1995 third quarter, up $29
million, or 9%, from last year's third quarter. The provision for policyholder
benefits and professional fees accounted for this increase.
PROVISION AND ALLOWANCE FOR CREDIT LOSSES
The provision for credit losses was $7 million for the 1995 third quarter,
compared with $17 million in the prior year's third quarter and no provision in
the second quarter of 1995. Net charge-offs for the 1995 third quarter were
$218 million, compared with $28 million a year ago.
The 1995 third quarter included leveraged derivative contract charge-offs of
$205 million against the allowance for credit losses. During the fourth quarter
of 1994, $423 million of leveraged derivative contracts that had been
reclassified as receivables in the loan portfolio were placed on a cash basis.
Of this amount, $72 million was charged off in the fourth quarter of 1994
leaving a balance of $351 million. Since then some of these receivables have
been satisfactorily settled. However, in line with the Corporation's credit
policies, a $205 million portion of the remaining balance was charged off in
the third quarter of 1995.
Largely as a result of this action, cash basis loans decreased by $173
million, or 19%, to $752 million during the third quarter. The allowance for
credit losses at September 30, 1995, was $1.032 billion, representing 137% of
cash basis loans.
The allowance for credit losses is available for credit losses arising from
the Corporation's portfolio, which is comprised of loans, credit-related
commitments, derivatives and other financial instruments. In the opinion of
management, the allowance, when taken as a whole, is adequate to absorb
reasonably estimated credit losses inherent in the Corporation's portfolio, as
defined above.
RECENT DEVELOPMENTS
On October 19, 1995, the Corporation announced that Frank N. Newman, the
former Deputy Secretary of the Treasury, had been elected president of the
Corporation and Bankers and that he would assume the chief executive
responsibilities on January 1, 1996.
On March 13, 1995, Standard and Poor's Rating Group announced that it had
revised the ratings outlook of the Corporation to negative from stable. On June
14, 1995, Moody's Investors Service, Inc. ("Moody's") lowered the Corporation's
senior debt rating to A2 from A1, its subordinated debt rating to A3 from A2
and its preferred stock rating to "a2" from "a1." On October 13, 1995, Moody's
announced that it had revised the ratings outlook of the Corporation to
negative from stable.
S-4
<PAGE>
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. In the fourth quarter of 1994,
Procter & Gamble brought a lawsuit against Bankers. In the first quarter of
1995 the suit was amended to include BT Securities Corporation, and in the
third quarter of 1995, the suit was further amended to add claims under Title
IX of the Organized Crime Control Act of 1970. The suit seeks to void and
rescind two interest rate swap transactions entered into with Bankers and
claims $195.5 million in compensatory damages and unspecified punitive damages.
There can be no assurance that there will not be other such actions or claims
in the future.
On December 22, 1994, BT Securities Corporation ("BT Securities"), a
subsidiary of the Corporation, 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, 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 agreed
to and has retained independent consultants to examine its conduct of the
Derivatives business. The Corporation also has agreed to implement the
consultants' 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-5
<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, 1994, has been derived from and is qualified in
its 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 ("Form 10-K"), which is incorporated herein
by reference.
The consolidated financial data at and for each of the nine months ended
September 30, 1994 and 1995, is unaudited but, in the opinion of management,
all material adjustments necessary for a fair presentation of its results of
operation for such periods have been made. All such adjustments were of a
normal recurring nature. The results of the nine months ended September 30,
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
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------- ------------------
1992 1993 1994 1994 1995
------- ------- ------- -------- --------
($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
CONDENSED CONSOLIDATED STATEMENT
OF INCOME:
Interest revenue............... $ 4,219 $ 4,436 $ 5,030 $ 3,673 $ 4,429
Interest expense............... 3,072 3,122 3,858 2,730 3,821
------- ------- ------- -------- --------
Net interest revenue........... 1,147 1,314 1,172 943 608
Provision for credit losses.... 225 93 25 17 21
------- ------- ------- -------- --------
Net interest revenue after pro-
vision for credit losses...... 922 1,221 1,147 926 587
Noninterest revenue............ 2,331 3,364 2,473 1,849 1,684
Noninterest expenses........... 2,347 3,035 2,751 2,042 2,140
------- ------- ------- -------- --------
Income before income taxes and
cumulative effects of account-
ing changes................... 906 1,550 869 733 131
Income taxes................... 267 480 254 219 42
------- ------- ------- -------- --------
Income before cumulative ef-
fects of accounting changes... 639 1,070 615 514 89
Cumulative effects of account-
ing changes(1)................ 446 (75) -- -- --
------- ------- ------- -------- --------
Net income..................... $ 1,085 $ 995 $ 615 $ 514 $ 89
======= ======= ======= ======== ========
Net income applicable to common
stock......................... $ 1,055 $ 972 $ 587 $ 492 $ 53
======= ======= ======= ======== ========
PER COMMON SHARE DATA:
Primary earnings per share
Income before cumulative ef-
fects of accounting changes... $ 7.23 $ 12.40 $ 7.17 $ 5.97 $ .66
Net income..................... $ 12.53 $ 11.51 $ 7.17 $ 5.97 $ .66
Fully diluted earnings per
share
Income before cumulative ef-
fects of accounting changes... $ 7.22 $ 12.29 $ 7.17 $ 5.97 $ .65
Net income..................... $ 12.51 $ 11.41 $ 7.17 $ 5.97 $ .65
Cash dividends declared........ $ 2.88 $ 3.24 $ 3.70 $ 2.70 $ 3.00
--as a percentage of net in-
come(2)....................... 40% 26% 52% 45% 462%
Book value(3).................. $ 43.23 $ 51.90 $ 53.67 $ 54.08 $ 51.72
PROFITABILITY RATIOS:
Return on average common stock-
holders' equity(2)............ 19.52% 26.33% 13.48% 15.11% 1.72%
Return on average total as-
sets(2)....................... .86% 1.25% .59% .66% .11%
CONSOLIDATED BALANCES, END OF
PERIOD:
Trading assets................. $29,908 $48,276 $47,514 $ 54,180 $ 50,364
Loans.......................... $17,318 $15,200 $12,501 $ 12,268 $ 12,786
Total assets................... $72,886 $92,082 $97,016 $107,559 $103,949
Deposits....................... $25,071 $22,776 $24,939 $ 22,308 $ 24,157
Securities sold under repur-
chase agreements.............. $17,451 $23,834 $15,617 $ 25,285 $ 17,899
Other short-term borrowings.... $11,779 $18,992 $18,222 $ 20,817 $ 16,573
Long-term debt................. $ 3,992 $ 5,597 $ 6,455 $ 6,054 $ 8,354
Common stockholders' equity.... $ 3,621 $ 4,284 $ 4,309 $ 4,336 $ 4,196
Total stockholders' equity..... $ 4,121 $ 4,534 $ 4,704 $ 4,731 $ 5,061
CONSOLIDATED CAPITAL RATIOS, END
OF PERIOD:
Common stockholders' equity to
total assets.................. 4.97% 4.65% 4.44% 4.03% 4.04%
Total stockholders' equity to
total assets.................. 5.65% 4.92% 4.85% 4.40% 4.87%
Risk--based capital ratios(4)..
Tier 1 Capital................. 7.75% 8.50% 9.05% 8.22% 8.00%
Total Capital.................. 13.64% 14.46% 14.77% 13.48% 12.90%
Leverage Ratio................. 6.05% 6.28% 5.26% 5.54% 5.50%
EMPLOYEES....................... 12,917 13,571 14,529 14,221 13,808
</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 September 30, 1995 are preliminary.
N/M Not meaningful.
S-6
<PAGE>
CERTAIN TERMS OF THE OFFERED NOTES
GENERAL
The Corporation's 7 1/8% Subordinated Notes due 2010 offered hereby (the
"Offered Notes") will be limited to $50,000,000 aggregate principal amount and
will mature on November 22, 2010. 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
7 1/8% per annum from November 22, 1995, payable monthly in arrears on the 22nd
day of each month in each year, beginning on December 22, 1995, to the persons
in whose names the Offered Notes (or any predecessor Offered Notes) are
registered at the close of business on the 7th day of each such month,
commencing on December 7, 1995.
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.
OPTIONAL REDEMPTION
The Offered Notes may not be redeemed prior to November 22, 2000. On or after
such date all, but not less than all, of the Offered Notes may be redeemed at
the option of the Corporation on the 22nd of each month upon at least 30 days'
notice at par plus accrued interest to the date fixed for redemption, all in
accordance with the Subordinated Indenture.
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 (the "Depository"), 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-7
<PAGE>
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Offered Notes will be made by the Underwriter 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 7 1/2% Subordinated Notes due 2010, 6.00% Subordinated
Notes due October 15, 2008, 7.50% Convertible Capital Securities due 2033, 7
5/8% 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, 8 1/8% Subordinated Notes due 2002, 8 1/4% Subordinated Notes due
2005 and Subordinated Yen Loan due 2005.
As of September 30, 1995, Senior Indebtedness and Other Financial Obligations
of the Corporation aggregated approximately $14 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 Underwriter 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 0.02 percent of the Corporation's
outstanding common stock. The foregoing supersedes "Validity of Offered
Securities" in the Prospectus.
S-8
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an Underwriting Agreement
dated November 6, 1995 (the "Underwriting Agreement"), the Corporation has
agreed to sell to Smith Barney Inc. (the "Underwriter"), and the Underwriter
has agreed to purchase, the aggregate principal amount of Offered Notes.
The Underwriting Agreement provides that the obligation of the Underwriter to
pay for and accept delivery of the Offered Notes is subject to the approval of
certain legal matters by its counsel and to certain other conditions.
The Underwriter proposes 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
1.75% of the principal amount under the public offering price. The Underwriter
may allow, and such dealers may reallow, a concession not in excess of 1.00% of
the principal amount of the Offered Notes to certain other dealers.
The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Corporation has been advised by the Underwriter that the Underwriter
presently intends to make a market in the Offered Notes, although the
Underwriter is under no obligation to do so and the Underwriter may discontinue
any such market making at any time in its 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.
The Underwriter and certain of its 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.
S-9
<PAGE>
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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 Underwriter. 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.
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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-6
Certain Terms of the Offered Notes......................................... S-7
Experts.................................................................... S-8
Validity of Offered Notes.................................................. S-8
Underwriting............................................................... S-9
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>
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$50,000,000
BANKERS TRUST
NEW YORK CORPORATION
7 1/8% SUBORDINATED NOTES DUE 2010
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PROSPECTUS SUPPLEMENT
NOVEMBER 6, 1995
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SMITH BARNEY INC.
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