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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 6, 1995
BANKERS TRUST NEW YORK CORPORATION
(Exact Name of Registrant as Specified in Charter)
New York 1-5920 13-6180473
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
280 Park Avenue, New York, New York 10017
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (212) 250-2500
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
On November 6, 1995, the Corporation entered into an underwriting
agreement covering the issuance and sale of $50,000,000 aggregate principal
amount of 7-1/8% Subordinated Notes due 2010 (the "Notes"). Said Notes were
registered under the Securities Act of 1933 pursuant to the Corporation's shelf
registration statement on Form S-3 (File No. 33-50395).
Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
(c) Exhibits.
(1) Underwriting Agreement, dated November 6, 1995, between Bankers
Trust New York Corporation and the underwriter named therein.
(4)(a) Copy of the resolutions of the Price Committee of Bankers Trust New
York Corporation authorizing the issuance of the Notes (without
exhibits).
(4)(b) Specimen of the Notes.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 22, 1995
BANKERS TRUST NEW YORK CORPORATION
By: /s/ GORDON S. CALDER, JR.
Name: Gordon S. Calder, Jr.
Title: Assistant Secretary
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INDEX TO EXHIBITS
(1) Underwriting Agreement, dated November 6, 1995, between Bankers Trust
New York Corporation and the underwriter named therein.
(4)(a) Copy of the resolutions of the Price Committee of Bankers Trust New
York Corporation authorizing the issuance of the Notes (without
exhibits).
(4)(b) Specimen of the Notes.
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UNDERWRITING AGREEMENT
November 6, 1995
Bankers Trust New York Corporation
One Bankers Trust Plaza
130 Liberty Street
New York, New York 10006
Dear Sirs:
We, as Underwriter, understand that Bankers Trust New York Corporation, a
New York corporation (the "Corporation"), proposes to issue and sell $50,000,000
aggregate principal amount of its 7-1/8% Subordinated Notes due 2010 (the
"Securities") to us. The terms of the Securities are set forth in the
Registration Statement and Basic Prospectus referred to in the provisions
incorporated herein by reference, as supplemented by a Prospectus Supplement
dated November 6, 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 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 you have previously received, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full herein; provided that White & Case shall act as counsel for the Underwriter
pursuant to Section V(c) therein.
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Corporation hereby agrees to sell and we hereby agree to
purchase the aggregate principal amount of Securities set forth opposite our
name in Schedule I hereto at 97.6% of their principal amount plus accrued
interest, if any, from November 22, 1995 to the date of payment and delivery.
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We will pay for such Securities in immediately available funds against
delivery thereof at the offices of the Corporation, 130 Liberty Street, New
York, New York, at 10:00 A.M. (New York City time) on or about November 22,
1995, such time being referred to herein as the "Closing Date". The Securities
shall be delivered through the facilities of the Depository Trust Company Same
Day Funds Settlement System.
Please confirm your agreement by having an authorized officer sign four
copies of this Agreement in the space set forth below and by returning the four
signed copies to us.
Very truly yours,
SMITH BARNEY INC.
By: /s/ Robert H. B. Baldwin, Jr.
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Name: ROBERT H. B. BALDWIN, Jr.
Title: Managing Director
Accepted:
BANKERS TRUST NEW YORK CORPORATION
By: /s/ Duncan P. Hennes
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Name: DUNCAN P. HENNES
Title: Senior Vice President
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SCHEDULE I
AGGREGATE PRINCIPAL
NAME OF UNDERWRITER AMOUNT OF SECURITIES
___________________ ____________________
Smith Barney Inc. $50,000,000
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$50,000,000
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EXHIBIT 4(a)
RESOLVED, that the Company issue $50,000,000 aggregate principal amount of its
7-1/8% Subordinated Notes due 2010 (the "Subordinated Notes"), that Smith Barney
Inc. is selected to serve as the underwriter (the "Underwriter") of the
Subordinated Notes, that the price to be paid by the Underwriter shall be 97.60%
of the principal amount of the Subordinated Notes and that the officers of the
Company are hereby authorized to execute and deliver to the Underwriter the
Subordinated Notes pursuant to the Underwriting Agreement, dated November 6,
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 Notes attached
hereto as Exhibit 2, which is hereby approved and adopted with such changes as
the officer executing the same shall deem necessary or appropriate; and further
RESOLVED, that the Subordinated Notes shall be issued pursuant to and shall be
entitled to the benefits of an Indenture, dated as of April 1, 1992, as amended
by the First Supplemental Indenture, dated as of January 15, 1993 (the Indenture
together with the First Supplemental Indenture hereinafter the "Indenture"),
between the Company and Marine Midland Bank (formerly Marine Midland Bank,
N.A.), which Indenture is hereby adopted and approved in all respects and that
the provisions of Article Fourteen of the Indenture shall apply to the
Subordinated Notes; and further
RESOLVED, that all actions heretofore taken by any officer of the Company within
the terms of the foregoing resolutions, are ratified and confirmed as the act of
the Company; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized
and empowered to do or cause to be done any and all such further acts and
things, and to execute and deliver any and all such documents, papers and
instruments as they or any of them deem necessary or desirable in order to carry
into effect the purpose and intent of the foregoing resolutions.
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EXHIBIT 4(b)
CUSIP # 066 365 BW6
NOTE No. S-1
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO BANKERS TRUST NEW
YORK CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
BANKERS TRUST NEW YORK CORPORATION
7-1/8% SUBORDINATED NOTES DUE 2010
Bankers Trust New York Corporation, a corporation duly organized and existing
under the laws of the State of New York (the "Company"), for value received,
hereby promises to pay to Cede & Co., as the nominee of The Depository Trust
Company, or registered assigns, the principal amount of $50,000,000 on November
22, 2010, and to pay interest on the outstanding principal amount hereof from
time to time from the date of issue or from the most recent Interest Payment
Date (as defined below) to which
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interest has been paid or duly provided for, monthly on the 22nd day of each
month in each year (each, an "Interest Payment Date"), commencing December 22,
1995, at the rate of 7-1/8% 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 7th day of each month containing such Interest Payment Date commencing on
December 7, 1995 (the "Regular Record Date"). Any such interest not so
punctually paid or duly provided for ("Defaulted Interest") shall forthwith
cease to be payable to the Holder on such Regular Record Date and may either be
paid to the Person in whose name this Subordinated Note (or one or more
predecessor Subordinated Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee or be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the Subordinated Notes
(as defined below) may be listed and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Notice of a Special
Record Date shall be given to Holders of Subordinated Notes not less than 10
days prior to such Special Record Date. Payment of the principal of and interest
on this Subordinated Note shall be made at the Corporate Trust Office of the
Trustee, or at such other office or agency of the Company as may be designated
by it for such purpose in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts; provided,
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however, that, at the option of the Company, payments of interest may be made by
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check or wire transfer mailed to the address of the Person entitled thereto as
such address shall appear in the Security Register.
The Subordinated Notes may not be redeemed prior to November 22, 2000. On or
after such date all, but not less than all, of the Subordinated Notes may be
redeemed at the option of the Company 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 indenture.
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This Subordinated Note is one of a duly authorized issue of Securities of the
Company (the "Securities") not limited in aggregate principal amount. All the
Securities are issued or to be issued under an indenture, dated as of April 1,
1992, as amended by a Supplemental Indenture dated as of January 15, 1993
(collectively, the "Indenture"), duly executed and delivered by the Company to
Marine Midland Bank, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, the holders of Senior Indebtedness (as defined in the
Indenture) and the holders of the Securities. The Securities may be for various
principal amounts and are issuable in series, which different series may mature
at different times, may bear interest at different rates and may otherwise vary
as provided in the Indenture. This Subordinated Note is one of the Securities
described in the Indenture, and is one of the series designated as the Company's
7-1/8% Subordinated Notes due 2010 (herein the "Subordinated
Notes"), limited to an aggregate principal amount of $50,000,000. 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 7-1/2% Subordinated Notes due November 15, 2015, 7-1/2% Subordinated
Notes due 2010, 8-1/4% Subordinated Notes due 2005, 8-1/8% Subordinated Notes
due 2002, 6.00% Subordinated Notes due October 15, 2008, 6-1/8% Convertible
Capital Securities due 2033, 6.00% 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, 7.25%
Subordinated Notes due January 15, 2003 and Subordinated Yen Loan due 2005.
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
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Registrar. The Company may change any Paying Agent, Registrar or co-registrar
without notice. The Company may act in either such capacity.
2. SUBORDINATION. The indebtedness evidenced by this Subordinated Note is, to
the extent provided in Article Fourteen of the Indenture, subordinate and
subject in right of payment to the prior payment in full of all Senior
Indebtedness, and this Subordinated Note is issued subject to the provisions of
the Indenture with respect thereto. Each Holder of this Subordinated Note, by
accepting the same, agrees that each holder of Senior Indebtedness, whether
created or acquired before or after the issuance of the Subordinated Notes of
this series, shall be deemed conclusively to have relied on such provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. The Indenture also provides that if, upon the occurrence of
certain events of bankruptcy or insolvency relating to the Company, there
remains, after giving effect to such subordination provisions, any amount of
cash, property or securities available for payment or distribution in respect of
Subordinated Notes of this series (as defined in the Indenture, "Excess
Proceeds"), and if, at such time, any Entitled Person (as defined in the
Indenture) has not received payment in full of all amounts due or to become due
on or in respect of Other Financial Obligations (as defined in the Indenture),
then such Excess Proceeds shall first be applied to pay or provide for the
payment in full of such Other Financial Obligations before any payment or
distribution may be made in respect of Subordinated Notes of this series. This
Subordinated Note is also issued subject to the provisions of the Indenture
regarding payments to Entitled Persons in respect of Other Financial
Obligations. Each Holder of this Security, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
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
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coupons in denominations of $1,000 and integral multiples of $1,000 in excess
thereof. The transfer of Subordinated Notes will be registered and Subordinated
Notes may be exchanged as provided in the Indenture. The Registrar may require
holders of Subordinated Notes, among other things, to furnish appropriate
endorsements and transfer documents and to pay any taxes and fees required by
law or permitted by the Indenture.
4. PERSONS DEEMED OWNERS. The Company, the Trustee for the Subordinated Notes
and any agent of the Company or such Trustee may treat the Person in whose name
this Subordinated Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes whatsoever,
whether or not this Subordinated Note be overdue, and neither the Company, such
Trustee nor any such agent shall be affected by notice to the contrary.
5. AMENDMENTS AND WAIVERS. The Indenture permits, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Securities of
each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of at least 66-2/3% in principal
amount of the Securities at the time outstanding of each series to be affected.
The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
outstanding, on behalf of Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Subordinated Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Subordinated Note and of
any Subordinated Note issued upon the registration of transfer hereof or in
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
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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.
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This Subordinated Note shall not be valid or obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture.
IN WITNESS WHEREOF, Bankers Trust New York Corporation has caused this
instrument to be signed in its corporate name, manually or by facsimile, by its
Chairman of the Board or one of its Senior Vice Presidents and a facsimile of
its corporate seal to be affixed hereunto or imprinted hereon, attested by the
manual or facsimile signature of its Secretary or one of its Assistant
Secretaries.
BANKERS TRUST NEW YORK
CORPORATION
Attest: By:
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Assistant Secretary Senior Vice President
Dated: November 22, 1995
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subordinated Notes of the series designated herein referred
to in the within-mentioned Indenture.
MARINE MIDLAND BANK,
as Trustee
By:
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Authorized Signer
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