<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 33-51615
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 10, 1994)
$150,000,000
LOGO BANKERS TRUST NEW YORK CORPORATION
7 3/8% SUBORDINATED NOTES DUE 2008
----------------
Interest on the Offered Notes is payable by Bankers Trust New York
Corporation (the "Corporation") semi-annually on May 1 and November 1 of each
year, beginning November 1, 1996, and the Offered Notes will mature on May 1,
2008. 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 99.411% .389% 99.022%
- ---------------------------------------------------------------------------------------------
Total $149,116,500 $583,500 $148,533,000
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest from April 30, 1996, 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 April 30, 1996.
----------------
SMITH BARNEY INC.
BT SECURITIES CORPORATION
MORGAN STANLEY & CO.
INCORPORATED
The date of this Prospectus Supplement is April 25, 1996.
<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 March
31, 1996, the Corporation had consolidated total assets of $108.1 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 Investment Banking, Risk Management
Products & Services, Trading & Sales, Investment Management, Client Processing
Services, Australia/New Zealand, Asia, Latin America and Corporate. Among the
institutional market segments served are corporations, banks, other financial
institutions, governments and agencies, retirement plans, not-for-profit
organizations, wealthy individuals, foundations and private companies. 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>
THREE MONTHS
ENDED MARCH
YEAR ENDED DECEMBER 31, 31,
------------------------ -------------
1991 1992 1993 1994 1995 1995 1996
---- ---- ---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.... 1.40 1.44 1.71 1.28 1.05 .73 1.18
Including Interest on Deposits.... 1.22 1.28 1.48 1.21 1.03 .80 1.14
</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. For the three months ended March 31, 1995, earnings, as defined, did
not cover fixed charges, excluding and including interest on deposits, by $231
million, as a result of a net loss recorded during the period.
CONSOLIDATED RESULTS OF OPERATIONS
The Corporation earned $138 million, or $1.52 primary earnings per share, in
the first quarter of 1996. The first quarter earnings improved from both the
fourth quarter 1995 results of $126 million, or $1.36 primary earnings per
share, and from the first quarter 1995 loss of $157 million, or $2.11 primary
loss per share. Return on common equity increased to 12% in the first quarter
of 1996.
S-2
<PAGE>
Details with respect to the foregoing are set forth in the Corporation's
Current Report on Form 8-K dated April 15, 1996, which is incorporated herein
by reference.
CORPORATE DEVELOPMENTS
On January 1, 1996, Frank N. Newman, the former Deputy Secretary of the
Treasury who had been elected president of the Corporation and Bankers on
October 19, 1995, assumed the role of chief executive officer and on April 16,
1996 assumed the additional title of Chairman of the Board. In early February
1996, Richard H. Daniel, the former chief financial officer of Federal Home
Loan Mortgage Corporation, joined the Corporation and Bankers as chief
financial officer.
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. 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. 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. 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 "Commission") 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 Commission 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, 1995, 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, 1995, 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, 1995 ("Form 10-K") which is incorporated
herein by reference.
The consolidated financial data at and for the three months ended March 31,
1995 and 1996 are unaudited but, in the opinion of management, all material
adjustments necessary for a fair presentation of the Corporation's results of
operations for such periods have been made. All such adjustments were of a
normal recurring nature. The results for the three months ended March 31,
1996, 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 THREE MONTHS ENDED
DECEMBER 31, MARCH 31,
------------------------- ---------------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Condensed Consolidated
Statement of Income:
Interest revenue....... $ 4,436 $ 5,030 $ 5,886 $ 1,353 $ 1,590
Interest expense....... 3,122 3,858 5,069 1,171 1,377
------- ------- ------- ------- -------
Net interest revenue... 1,314 1,172 817 182 213
Provision for credit
losses................ 93 25 31 14 5
------- ------- ------- ------- -------
Net interest revenue
after provision for
credit losses......... 1,221 1,147 786 168 208
Noninterest revenue.... 3,364 2,473 2,423 342 750
Noninterest expenses... 3,035 2,751 2,898 734 761
------- ------- ------- ------- -------
Income (loss) before
income taxes and cu-
mulative effects of
accounting changes.... 1,550 869 311 (224) 197
Income taxes (bene-
fit).................. 480 254 96 (67) 59
------- ------- ------- ------- -------
Income (loss) before
cumulative effects of
accounting changes.... 1,070 615 215 (157) 138
Cumulative effects of
accounting changes
(1)................... (75) -- -- -- --
------- ------- ------- ------- -------
Net income (loss)...... $ 995 $ 615 $ 215 $ (157) $ 138
======= ======= ======= ======= =======
Net income (loss) ap-
plicable to common
stock................. $ 972 $ 587 $ 164 $ (165) $ 123
======= ======= ======= ======= =======
Per Common Share Data:
Primary earnings
(loss) per share
Income (loss) before
cumulative effects
of accounting
changes.............. $ 12.40 $ 7.17 $ 2.03 $ (2.11) $ 1.52
Net income (loss)..... 11.51 7.17 2.03 (2.11) 1.52
Fully diluted earnings
(loss) per share
Income (loss) before
cumulative effects
of accounting
changes.............. 12.29 7.17 2.02 (2.11) 1.51
Net income (loss)..... 11.41 7.17 2.02 (2.11) 1.51
Cash dividends de-
clared................ 3.24 3.70 4.00 1.00 1.00
--as a percentage of
net income (2)....... 26% 52% 198% N/M 66%
Book value (3)......... $ 51.90 $ 53.67 $ 50.58 $ 50.04 $ 51.06
Profitability Ratios:
Return on average com-
mon stockholders' eq-
uity (2).............. 26.33% 13.48% 3.98% N/M 11.89%
Return on average to-
tal assets (2)........ 1.25 .59 .20 N/M .49%
Consolidated Balances,
End of Period:
Trading assets......... $48,276 $47,514 $47,893 $51,603 $45,505
Loans.................. 15,200 12,501 12,633 11,731 13,088
Total assets........... 92,082 97,016 104,002 107,362 108,144
Deposits............... 22,776 24,939 25,708 24,596 22,556
Securities sold under
repurchase agree-
ments................. 23,834 15,617 15,247 18,631 23,209
Other short-term
borrowings............ 18,992 18,222 15,761 16,396 12,493
Long-term debt......... 5,597 6,455 9,294 6,621 10,125
Common stockholders'
equity................ 4,284 4,309 4,119 4,029 4,189
Total stockholders'
equity................ 4,534 4,704 4,984 4,668 5,055
Consolidated Capital Ra-
tios, End of Period:
Common stockholders'
equity to total as-
sets.................. 4.65% 4.44% 3.96% 3.75% 3.87%
Total stockholders'
equity to total as-
sets.................. 4.92 4.85 4.79 4.35 4.67
Risk-based capital ra-
tios (4)
Tier 1 Capital....... 8.50 9.05 8.51 8.73 8.00
Total Capital........ 14.46 14.77 13.90 14.20 13.10
Leverage Ratio......... 6.28 5.26 5.12 5.18 5.30
EMPLOYEES............... 13,571 14,529 14,069 14,144 14,053
</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.
(2) These figures exclude the cumulative effects of accounting changes
recorded in 1993.
(3) This calculation includes the effect of the vested portion of common
shares issuable under deferred stock awards.
(4) At both December 31, 1994 and December 31, 1993, all three regulatory
capital ratios excluded any benefit from the adoption of SFAS 115.
Regulatory capital ratios at March 31, 1996, are preliminary.
N/M--Not meaningful
S-4
<PAGE>
CERTAIN TERMS OF THE OFFERED NOTES
GENERAL
The Corporation's 7 3/8% Subordinated Notes due May 1, 2008 offered hereby
(the "Offered Notes") will be limited to $150,000,000 aggregate principal
amount and will mature on May 1, 2008. 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 7 3/8% per annum from April 30, 1996, payable
semi-annually on May 1 and November 1 in each year, beginning on November 1,
1996, to the persons in whose names the Offered Notes (or any predecessor
Offered Notes) are registered at the close of business on the April 15 and
October 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 Subordinated
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 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 "Book-Entry
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 OF SUBORDINATED DEBT SECURITIES" IN THE PROSPECTUS,
AS SUPPLEMENTED BELOW.
For the purposes of the Offered Notes, "Existing Subordinated Indebtedness"
means the Corporation's 7 1/8% Subordinated Notes due March 15, 2006, 7 1/2%
Subordinated Notes due November 15, 2015, 7 1/8% Subordinated Notes due 2010, 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 March 31, 1996, 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, 1995, appearing in the Annual Report on Form 10-K for the year
ended December 31, 1995, 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 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 0.02 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 April 25, 1996 (the "Underwriting Agreement"), the Corporation has agreed
to sell to Smith Barney Inc., BT Securities Corporation and Morgan Stanley &
Co. Incorporated (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. .......................................... $100,000,000
BT Securities Corporation................................... 25,000,000
Morgan Stanley & Co. Incorporated........................... 25,000,000
------------
$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
.350% of the principal amount under the public offering price. The Underwriters
may allow, and such dealers may reallow, a concession not in excess of .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 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.
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
Description of Warrants.................................................... 10
Book-Entry Securities...................................................... 19
United States Taxation..................................................... 21
Foreign Currency Risks..................................................... 21
Validity of Offered Securities............................................. 22
Experts.................................................................... 22
Plan of Distribution....................................................... 22
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$150,000,000
LOGO BANKERS TRUST
NEW YORK CORPORATION
7 3/8% SUBORDINATED NOTES DUE 2008
-----------
PROSPECTUS SUPPLEMENT
APRIL 25, 1996
-----------
SMITH BARNEY INC.
BT SECURITIES CORPORATION
MORGAN STANLEY & CO.
INCORPORATED
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
