<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 33-51615
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 10, 1994)
$150,000,000
BANKERS TRUST NEW YORK CORPORATION
7 1/8% SUBORDINATED NOTES DUE MARCH 15, 2006
----------------
Interest payable March 15 and September 15
----------------
INTEREST ON THE OFFERED NOTES IS PAYABLE BY BANKERS TRUST NEW YORK
CORPORATION (THE "CORPORATION") SEMI-ANNUALLY ON MARCH 15 AND SEPTEMBER
15 IN EACH YEAR, BEGINNING SEPTEMBER 15, 1996, AND THE OFFERED
NOTES WILL MATURE ON MARCH 15, 2006. 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 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 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 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.
----------------
PRICE 99.330% AND ACCRUED INTEREST, IF ANY
----------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) CORPORATION(1)(3)
--------- -------------- -----------------
<S> <C> <C> <C>
Per Offered Note................. 99.330% .419% 98.911%
Total............................ $148,995,000 $628,500 $148,366,500
</TABLE>
- --------
(1) Plus accrued interest from March 22, 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, subject to prior sale, when as and if
accepted by the Underwriters named herein and subject to approval of certain
legal matters by White & Case, counsel for the Underwriters. It is expected
that delivery of the Offered Notes will be made on or about March 22, 1996
through the book-entry facilities of The Depository Trust Company, against
payment therefor in immediately available funds.
----------------
MORGAN STANLEY & CO.
Incorporated
BT SECURITIES CORPORATION
CHASE SECURITIES, INC.
SMITH BARNEY INC.
ABN AMRO SECURITIES (USA), INC.
FIRST UNION CAPITAL MARKETS CORP.
March 19, 1996
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THE PROSPECTUS OR IN THIS PROSPECTUS SUPPLEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR ANY UNDERWRITER. NEITHER
THE DELIVERY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
THEREUNDER OR HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF OR THEREOF. THE PROSPECTUS AND THIS PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM 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-3
Selected Consolidated Financial Data and Other Information ................ S-5
Certain Terms of the Offered Notes......................................... S-6
Experts.................................................................... S-7
Validity of Offered Notes.................................................. S-7
Underwriters............................................................... S-8
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>
----------------
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE OFFERED NOTES
AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
S-2
<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, 1995, the Corporation had consolidated total assets of $104
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 and Services, Trading and Positioning, Investment Management, Client
Transaction Processing, Asia, Latin America, Australia/New Zealand and All
Other. 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>
YEAR ENDED DECEMBER 31,
------------------------
1991 1992 1993 1994 1995
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Excluding Interest on Deposits................... 1.40 1.44 1.71 1.28 1.05
Including Interest on Deposits................... 1.22 1.28 1.48 1.21 1.03
</TABLE>
For purposes of computing these consolidated ratios, earnings represent
income 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
Bankers Trust New York Corporation earned $126 million for the quarter ended
December 31, 1995, compared with $101 million in the fourth quarter of 1994, an
increase of 25%. Primary earnings per share were $1.36 for the fourth quarter
of 1995, up 14% from the prior year's fourth quarter. Return on average common
equity for the fourth quarter of 1995 was 11%. The Corporation earned $155
million, or $1.72 primary earnings per share, for the quarter ended September
30, 1995.
S-3
<PAGE>
For the full year 1995, the Corporation earned $250 million, or $2.46 primary
earnings per share, excluding an after-tax provision for severance-related
costs of $35 million taken in connection with the Corporation's expense
reduction programs. Net income for the year, including the effect of this
provision, was $215 million, or $2.03 primary earnings per share. For the year
ended December 31, 1994, the Corporation earned $615 million, or $7.17 primary
earnings per share.
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.
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. 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, and in the
third quarter of 1995, the suit was further amended to add claims under Title
IX of the Organized Crime Control Act of 1970. The suit seeks to void and
rescind two interest rate swap transactions entered into with Bankers and
claims $195.5 million in compensatory damages and unspecified punitive damages.
There can be no assurance that there will not be other such actions or claims
in the future.
On December 22, 1994, BT Securities Corporation ("BT Securities"), a
subsidiary of the Corporation, entered into a settlement agreement with the
Securities and Exchange Commission (the "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 $10 million in civil penalties and agreed
to and has retained independent consultants to examine its conduct of the
Derivatives business. The Corporation also has agreed to implement the
consultants' recommendations.
The Corporation, Bankers and BT Securities have also entered into a Written
Agreement with the Federal Reserve Bank of New York and a Memorandum of
Understanding with the New York State Banking Department concerning the
Corporation's leveraged derivative transactions business, both of which call
for an independent counsel review.
The Corporation cannot predict the effect on the derivatives business
generally, or the Corporation's derivatives business in particular, of these
events or of the current legislative, regulatory and media attention being
given to the derivatives industry.
Details with respect to the foregoing are set forth in the Corporation's
Annual Report on Form 10-K for the year ended December 31, 1995, which is
incorporated herein by reference.
S-4
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION
The following selected consolidated financial data at and for each of the
three years ended December 31, 1995 have been derived from and are qualified
in their entirety by the detailed financial information and consolidated
financial statements of the Corporation included in its Annual Report on Form
10-K for the year ended December 31, 1995 which is incorporated herein by
reference.
<TABLE>
<CAPTION>
AT OR FOR THE
YEAR ENDED
DECEMBER 31,
----------------------------------------
1993 1994 1995
------------ ------------ ------------
($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
Condensed Consolidated Statement
of Income:
Interest revenue................ $ 4,436 $ 5,030 $ 5,886
Interest expense................ 3,122 3,858 5,069
------------ ------------ ------------
Net interest revenue............ 1,314 1,172 817
Provision for credit losses..... 93 25 31
------------ ------------ ------------
Net interest revenue after pro-
vision for credit losses....... 1,221 1,147 786
Noninterest revenue............. 3,364 2,473 2,423
Noninterest expenses............ 3,035 2,751 2,898
------------ ------------ ------------
Income before income taxes and
cumulative effects of account-
ing changes.................... 1,550 869 311
Income taxes.................... 480 254 96
------------ ------------ ------------
Income before cumulative ef-
fects of accounting changes.... 1,070 615 215
Cumulative effects of account-
ing changes (1)................ (75) -- --
------------ ------------ ------------
Net income...................... $ 995 $ 615 $ 215
============ ============ ============
Net income applicable to common
stock.......................... $ 972 $ 587 $ 164
============ ============ ============
Per Common Share Data:
Primary earnings per share
Income before cumulative ef-
fects of accounting changes... $ 12.40 $ 7.17 $ 2.03
Net income..................... 11.51 7.17 2.03
Fully diluted earnings per
share
Income before cumulative ef-
fects of accounting changes... 12.29 7.17 2.02
Net income..................... 11.41 7.17 2.02
Cash dividends declared......... 3.24 3.70 4.00
--as a percentage of net in-
come (2)...................... 26% 52% 198%
Book value (3).................. 51.90 53.67 50.58
Profitability Ratios:
Return on average common stock-
holders' equity (2)............ 26.33% 13.48% 3.98%
Return on average total assets
(2)............................ 1.25 .59 .20
Consolidated Balances, End of Pe-
riod:
Trading assets.................. $ 48,276 $ 47,514 $47,893
Loans........................... 15,200 12,501 12,633
Total assets.................... 92,082 97,016 104,002
Deposits........................ 22,776 24,939 25,708
Securities sold under repur-
chase agreements............... 23,834 15,617 15,247
Other short-term borrowings..... 18,992 18,222 15,761
Long-term debt.................. 5,597 6,455 9,294
Common stockholders' equity..... 4,284 4,309 4,119
Total stockholders' equity...... 4,534 4,704 4,984
Consolidated Capital Ratios, End
of Period:
Common stockholders' equity to
total assets................... 4.65% 4.44% 3.96%
Total stockholders' equity to
total assets................... 4.92 4.85 4.79%
Risk-based capital ratios (4)
Tier 1 Capital................ 8.50 9.05 8.51%
Total Capital................. 14.46 14.77 13.90%
Leverage Ratio.................. 6.28 5.26 5.12%
EMPLOYEES........................ 13,571 14,529 14,069
</TABLE>
- --------
(1) The Corporation adopted the accounting standards for postretirement
benefits other than pensions (SFAS 106) and post-employment 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 1993.
(3) This calculation includes the effect 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.
S-5
<PAGE>
CERTAIN TERMS OF THE OFFERED NOTES
GENERAL
The Corporation's 7 1/8% Subordinated Notes due March 15, 2006 offered hereby
(the "Offered Notes") will be limited to $150,000,000 aggregate principal
amount and will mature on March 15, 2006. 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 1/8% per annum from March 22, 1996, payable
semi-annually on March 15 and September 15 in each year, beginning on September
15, 1996, to the persons in whose names the Offered Notes (or any predecessor
Offered Notes) are registered at the close of business on the March 1 and
September 1 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 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-6
<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 1/2% 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 December 31, 1995, Senior Indebtedness and Other Financial Obligations
of the Corporation aggregated approximately $12 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-7
<PAGE>
UNDERWRITERS
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated the date hereof, the Underwriters named below have severally
agreed to purchase, and the Corporation has agreed to sell to them, severally,
the respective principal amounts of Offered Notes set forth opposite the names
of such Underwriters below.
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT
NAME OF OFFERED NOTES
---- ----------------
<S> <C>
Morgan Stanley & Co. Incorporated............................ $ 30,000,000
BT Securities Corporation.................................... 30,000,000
Chase Securities, Inc........................................ 30,000,000
Smith Barney Inc............................................. 30,000,000
ABN AMRO Securities (USA), Inc............................... 15,000,000
First Union Capital Markets Corp............................. 15,000,000
------------
Total...................................................... $150,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the several
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 are obligated to take and pay for all of the
Offered Notes if any are taken.
The Underwriters initially 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 .325% of the principal amount of the Offered Notes. Any
Underwriter may allow, and such dealers may reallow, a concession not in excess
of .250% of the principal amount of the Offered Notes to other Underwriters or
to certain other dealers. After the initial offering of the Offered Notes, the
offering price and other selling terms may from time to time be varied by the
Underwriters.
The Corporation does not intend to apply for listing of the Offered Notes on
a national securities exchange, but has been advised by the Underwriters that
they presently intend to make a market in the Offered Notes, as permitted by
applicable laws and regulations. The Underwriters are not obligated, however,
to make a market in the Offered Notes and any such market making may be
discontinued at any time at the sole discretion of the Underwriters.
Accordingly, no assurance can be given as to the liquidity of, or trading
markets for, the Offered Notes.
The Company has agreed to indemnify the several Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
This Prospectus Supplement and the accompanying Prospectus may also be
delivered in connection with sales of the Offered Notes by affiliates of the
Corporation that have acquired such Offered Notes.
The 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 a NASD member firm's underwriting securities of an
affiliate.
S-8
