<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) March 24, 1995
BANKERS TRUST NEW YORK CORPORATION
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
New York 1-5920 13-6180473
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
</TABLE>
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)
<PAGE>
Item 5. Other Events
On March 24, 1995, Bankers Trust New York Corporation
(the "Company") entered into an underwriting agreement covering the
issuance and sale of $150,000,000 aggregate principal amount of 8-1/8%
Subordinated Notes due 2002 (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 March 24, 1995, between
Bankers Trust New York Corporation, BT Securities
Corporation, Smith Barney Inc. and Salomon Brothers Inc,
as Underwriters.
(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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: March 30, 1995
BANKERS TRUST NEW YORK CORPORATION
By: /s/ GORDON S. CALDER, JR.
Name: Gordon S. Calder, Jr.
Title: Assistant Secretary
<PAGE>
INDEX TO EXHIBITS
(1) Underwriting Agreement, dated March 24, 1995, between Bankers
Trust New York Corporation, BT Securities Corporation, Smith
Barney Inc. and Salomon Brothers Inc, as Underwriters.
(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.
<PAGE>
EXHIBIT 1
UNDERWRITING AGREEMENT
March 24, 1995
Bankers Trust New York Corporation
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
Dear Sirs:
We, as Underwriters, understand that Bankers Trust New York Corporation,
a New York corporation (the "Corporation"), proposes to issue and sell
$150,000,000 aggregate principal amount of its 8-1/8% Subordinated Notes due
April 1, 2002 (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 March 24, 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, 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
Underwriters 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 each of the
Underwriters hereby agrees, severally and jointly, to purchase the aggregate
principal amount of Securities set forth opposite the name of such Underwriter
in Schedule I hereto at 99.264% of their principal amount plus accrued interest,
if any, from March 30, 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
<PAGE>
the Corporation, 130 Liberty Street, New York, New York, at 10:00 A.M. (New York
City time) on or about March 30, 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,
SMITH BARNEY INC.
By: /s/ Robert H. B. Baldwin, Jr.
---------------------------------
Name: Robert H. B. Baldwin, Jr.
Title: Managing Director
BT SECURITIES CORPORATION
By: /s/ Steve Shenfeld
---------------------------------
Name: Steve Shenfeld
Title: Managing Director
SALOMON BROTHERS INC
By: /s/ Michele Moffat
---------------------------------
Name: Michele Moffat
Title: Attorney-in-Fact
Accepted:
BANKERS TRUST NEW YORK CORPORATION
By: /s/ Duncan P. Hennes
------------------------------
Name: Duncan P. Hennes
Title: Senior Vice President
-2-
<PAGE>
SCHEDULE I
AGGREGATE PRINCIPAL
NAME OF UNDERWRITER AMOUNT OF SECURITIES
------------------- --------------------
SMITH BARNEY INC. $50,000,000
BT SECURITIES CORPORATION $50,000,000
SALOMON BROTHERS INC $50,000,000
<PAGE>
EXHIBIT (4)(A)
RESOLVED, that the Company issue $150,000,000 aggregate principal
amount of its 8 1/8% Subordinated Notes due 2002 (the "Subordinated
Notes"), that Smith Barney Inc., BT Securities Corporation and Salomon
Brothers Inc are selected to serve as the underwriters (the
"Underwriters") of the Subordinated Notes, that the price to be paid
by the Underwriter shall be 99.264% of the principal amount of the
Subordinated Notes and that the officers of the Company are hereby
authorized to execute and deliver to the Underwriters the Subordinated
Notes pursuant to the Underwriting Agreement, dated March 24, 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
Debenture 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.
<PAGE>
EXHIBIT (4)(B)
NOTE NO. M-1 CUSIP# 066 365 BN6
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
8-1/8% SUBORDINATED NOTES DUE 2002
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
$150,000,000 on April 1, 2002, and to pay interest on the outstanding
principal amount hereof from time to time from the date of issue or from
the most recent Interest Payment Date (as defined below) to which interest
has been paid or duly provided for, semi-annually on April 1 and October 1
in each year (each, an "Interest Payment Date"), commencing October 1,
1995, at the rate of 8-1/8% 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 March 15 or
<PAGE>
September 15 next preceding such Interest Payment Date (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,
-------- -------
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 are not redeemable prior to maturity.
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
-2-
<PAGE>
Indenture, and is one of the series designated as the Company's 8-1/8%
Subordinated Notes due 2002 (herein the "Subordinated Notes"), limited to
an aggregate principal amount of $150,000,000. 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
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 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.
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 14 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
-3-
<PAGE>
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 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. The transfer of Subordinated Notes will be
registered and Subordinated Notes may be exchanged as provided in the
Indenture. The Registrar may require a holder, 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
-4-
<PAGE>
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
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.
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.
-5-
<PAGE>
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: SPECIMEN By: SPECIMEN
--------------------- --------------------
Assistant Secretary Senior Vice President
Dated: March 30, 1995
-6-
<PAGE>
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: SPECIMEN
---------------------
Authorized Signer
-7-
