BANKERS TRUST NEW YORK CORP
424B2, 1995-03-28
STATE COMMERCIAL BANKS
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<PAGE>
 
                                                              Rule no. 424(b)(2)
                                                      Registration No.: 33-50395

PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 15, 1993)
 
                                 $150,000,000
                      BANKERS TRUST NEW YORK CORPORATION
                      8 1/8% SUBORDINATED NOTES DUE 2002
 
                               ----------------
 
  Interest on the Offered Notes is payable by Bankers Trust New York
Corporation (the "Corporation") semi-annually on April 1 and October 1 of each
year, beginning October 1, 1995 and the Offered Notes will mature on April 1,
2002. 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                         99.789%              .525%              99.264%
- ---------------------------------------------------------------------------------------------
Total                                 $149,683,500          $787,500          $148,896,000
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
 
 (1) Plus accrued interest from March 30, 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 March 30, 1995.
 
                               ----------------
 
SMITH BARNEY INC.
                           BT SECURITIES CORPORATION
                                                           SALOMON BROTHERS INC
 
           The date of this Prospectus Supplement is March 24, 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>
                                                        YEAR ENDED DECEMBER 31,
                                                        ------------------------
                                                        1990 1991 1992 1993 1994
                                                        ---- ---- ---- ---- ----
      <S>                                               <C>  <C>  <C>  <C>  <C>
      Excluding Interest on Deposits................... 1.30 1.40 1.44 1.71 1.28
      Including Interest on Deposits................... 1.16 1.22 1.28 1.48 1.21
</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.
 
CONSOLIDATED RESULTS OF OPERATIONS
 
  The Corporation earned $101 million for the quarter ended December 31, 1994,
or $1.19 primary earnings per share. The earnings compare with $169 million, or
$1.98 primary earnings per share, for the third quarter of 1994 and $279
million, or $3.26 primary earnings per share, in the fourth quarter of 1993,
which included a record $449 million of trading revenue. For the full year
1994, the Corporation's net income was $615 million, or $7.17 primary earnings
per share. For the year ended December 31, 1993 the Corporation earned $1.070
billion before cumulative effects of accounting changes, or $12.40 primary
earnings per share.
 
                                      S-2
<PAGE>
 
  The 1994 results reflected significant declines in trading and trading-
related net interest revenue from the record results achieved in 1993, as
market conditions were persistently difficult throughout the year. The 1994
results also reflected record levels of fees and commissions and fiduciary and
funds management revenue as well as a decline in noninterest expenses and a
lower provision for credit losses.
 
RECENT DEVELOPMENTS
 
  The Corporation's business and its profitability are affected by a wide range
of financial, market, regulatory, political and other factors. During the first
quarter of 1995, these factors have created a very difficult business
environment. The first quarter to date has shown a deterioration of market
conditions in many Latin American countries, continuing slowness in the market
for risk management products and unsettled global market conditions,
interspersed with several serious market shocks. These adverse factors have
created business conditions significantly more difficult than those of the
fourth quarter of 1994, resulting in significant declines in many parts of the
Corporation's business which, in turn, have negatively impacted earnings. In
particular, the Corporation has experienced losses in certain of its Latin
America and other trading positions as well as a sharp fall off in revenues
from the sale of risk management products. The Corporation cannot predict when
the business environment will improve. Management of the Corporation is
implementing a number of significant expense reduction programs. Without
considering a possible charge in connection with the expense reduction
programs, the Corporation estimates that the first quarter will show an after-
tax loss of up to approximately $125 million. The Corporation's capital base
and liquidity position remain very strong.
 
  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-3
<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.
 
<TABLE>
<CAPTION>
                                                   AT OR FOR THE
                                              YEAR ENDED DECEMBER 31,
                                       ----------------------------------------
                                           1992          1993          1994
                                       ------------  ------------  ------------
                                       ($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S>                                    <C>           <C>           <C>
Condensed Consolidated Statement of
 Income:
 Interest revenue....................        $4,219        $4,436        $5,030
 Interest expense....................         3,072         3,122         3,858
                                       ------------  ------------  ------------
 Net interest revenue................         1,147         1,314         1,172
 Provision for credit losses.........           225            93            25
                                       ------------  ------------  ------------
 Net interest revenue after provi-
  sion for credit losses.............           922         1,221         1,147
 Noninterest revenue.................         2,331         3,364         2,473
 Noninterest expenses................         2,347         3,035         2,751
                                       ------------  ------------  ------------
 Income before income taxes and cu-
  mulative effects of accounting
  changes............................           906         1,550           869
 Income taxes........................           267           480           254
                                       ------------  ------------  ------------
 Income before cumulative effects of
  accounting changes.................           639         1,070           615
 Cumulative effects of accounting
  changes (1)........................           446           (75)          --
                                       ------------  ------------  ------------
 Net income..........................        $1,085        $  995        $  615
                                       ============  ============  ============
 Net income applicable to common
  stock..............................        $1,055        $  972        $  587
                                       ============  ============  ============
Per Common Share Data:
 Primary earnings per share
  Income before cumulative effects
   of accounting changes.............        $ 7.23        $12.40        $ 7.17
  Net income.........................         12.53         11.51          7.17
 Fully diluted earnings per share
  Income before cumulative effects
   of accounting changes.............          7.22         12.29          7.17
  Net income.........................         12.51         11.41          7.17
 Cash dividends declared.............          2.88          3.24          3.70
  --as a percentage of net income
   (2)...............................            40%           26%           52%
 Book value (3)......................         43.23         51.90         53.67
Profitability Ratios:
 Return on average common stockhold-
  ers' equity (2)....................         19.52%        26.33%        13.48%
 Return on average total assets (2)..           .86          1.25           .59
Consolidated Balances, End of Period:
 Trading assets......................  $     29,908  $     48,276  $     47,514
 Loans...............................        17,318        15,200        12,501
 Total assets........................        72,886        92,082        97,016
 Deposits............................        25,071        22,776        24,939
 Securities sold under repurchase
  agreements.........................        17,451        23,834        15,617
 Other short-term borrowings.........        11,779        18,992        18,222
 Long-term debt......................         3,992         5,597         6,455
 Common stockholders' equity.........         3,621         4,284         4,309
 Total stockholders' equity..........         4,121         4,534         4,704
Consolidated Capital Ratios, End of
 Period:
 Common stockholders' equity to to-
  tal assets.........................          4.97%         4.65%         4.44%
 Total stockholders' equity to total
  assets.............................          5.65          4.92          4.85
 Risk-based capital ratios (1992
  year-end guidelines)(4)............
   Tier 1 Capital....................          7.75          8.50          9.05
   Total Capital.....................         13.64         14.46         14.77
 Leverage Ratio......................          6.05          6.28          5.26
EMPLOYEES............................        12,917        13,571        14,529
</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.
 
                                      S-4
<PAGE>
 
                       CERTAIN TERMS OF THE OFFERED NOTES
 
GENERAL
 
  The Corporation's 8 1/8% Subordinated Notes due 2002 offered hereby (the
"Offered Notes") will be limited to $150,000,000 aggregate principal amount and
will mature on April 1, 2002. 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 1/8% per annum from March 30, 1995, payable semi-
annually in arrears on April 1 and October 1 in each year, beginning on October
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 March 15 or
September 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 depositary 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-5
<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 and 8 1/4% Subordinated Debentures
due July 2, 1996.
 
  As of December 31, 1994, Senior Indebtedness and Other Financial Obligations
of the Corporation aggregated approximately $15 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 Trust
Company, 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-6
<PAGE>
 
                                  UNDERWRITING
 
  Subject to the terms and conditions set forth in an Underwriting Agreement
dated March 24, 1995 (the "Underwriting Agreement"), the Corporation has agreed
to sell to Smith Barney Inc., BT Securities 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. ..........................................   $ 50,000,000
   BT Securities Corporation...................................     50,000,000
   Salomon Brothers Inc .......................................     50,000,000
                                                                  ------------
                                                                  $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 give 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-7
<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-4
Certain Terms of the Offered Notes......................................... S-5
Experts.................................................................... S-6
Validity of Offered Notes.................................................. S-6
Underwriting............................................................... S-7
 
                                  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 1/8% SUBORDINATED NOTES DUE 2002
 
                                  -----------
 
                             PROSPECTUS SUPPLEMENT
                                MARCH 24, 1995
 
                                  -----------
 
                               SMITH BARNEY INC.
 
                           BT SECURITIES CORPORATION
 
                             SALOMON BROTHERS INC
 
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------


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