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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 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) October 3, 1996
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BANKERS TRUST NEW YORK CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-5920 13-6180473
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(Commission file number) (IRS employer identification no.
130 LIBERTY STREET, NEW YORK, NEW YORK 10006
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including are code (212) 250-2500
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Item 7. Financial Statements and Exhibits
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C. Exhibits
(5) Opinion of Counsel delivered in connection with the issuance of the
Corporation's 6-3/4% Notes due October 3, 2001.
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.
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BANKERS TRUST NEW YORK CORPORATION
By /s/ Gordon S. Calder, Jr.
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Gordon S. Calder, Jr.
Assistant Secretary
October 3, 1996
INDEX TO EXHIBITS
Item 7. Financial Statements and Exhibits
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C. Exhibits
(5) Opinion of Counsel delivered in connection with the issuance of the
Corporation's 6-3/4% Notes due October 3, 2001.
Bankers Trust New York Corporation
130 Liberty Street
New York, New York 10006
Gordon S. Calder, Jr.
Managing Director and Counsel
October 3, 1996
re Bankers Trust New York Corporation
6-3/4% Notes due October 3, 2001
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UBS Securities LLC
c/o UBS Securities LLC
299 Park Avenue
New York, NY 10171
Dear Sirs:
I am a Managing Director and Counsel of Bankers Trust Company and as
such I have acted as counsel to Bankers Trust New York Corporation (the
"Corporation") in connection with the Corporation's issuance of $250,000,000
aggregate principal amount of its 6-3/4% Notes due October 3, 2001 (the
"Notes"), to be issued under the Indenture, dated as of November 1, 1991,
between the Corporation and The Chase Manhattan Bank, as Trustee, as amended by
the First Supplemental Indenture, dated as of September 1, 1993 (the Indenture
together with the First Supplemental Indenture
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hereinafter the "Indenture"), and in connection with the sale by the Corporation
of the Notes pursuant to an underwriting agreement, dated September 30, 1996
(the "Underwriting Agreement"), between the Corporation and you (the
"Underwriter"). I am familiar with the Registration Statement on Form S-3 as
filed with the Securities and Exchange Commission (No. 33-65301) (the
"Registration Statement") and the Prospectus, dated May 31, 1996, and the
Prospectus Supplement, dated September 30, 1996, as filed in accordance with
Rule 424(b) (2) promulgated under the Securities Act of 1933, as amended (such
Prospectus as supplemented by such Prospectus Supplement is hereinafter referred
to as the "Prospectus"), and the adoption by the Board of Directors and the
Price Committee of the Corporation of appropriate resolutions authorizing the
issuance of the Notes and the execution and delivery of the Indenture and the
Underwriting Agreement.
In so acting, I have examined such questions of law, documents,
certificates and records and have made such investigations as I have deemed
necessary and proper in order to give the opinions expressed herein. Based on
the foregoing, I hereby advise you that in my opinion:
(i) The Corporation has been duly incorporated, is validly existing as
a corporation in good standing under the laws of the State of New York, is duly
registered as a bank holding company under the Bank Holding Company Act of 1956,
as amended, and has all requisite corporate power and authority to own its
properties and conduct its business as described in the Prospectus.
(ii) Bankers Trust Company has been duly incorporated, is validly
existing as a banking corporation in good standing under the laws of the State
of New York, and has all requisite corporate power and authority to own its
properties and conduct its business as described in the Prospectus.
(iii) The Indenture has been duly authorized, executed and delivered by
the Corporation and is a valid and binding agreement of the Corporation in
accordance with its terms, except as (i) the enforceability thereof may be
limited by any bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general application affecting creditors' rights
and (ii) the availability of equitable remedies may be limited by equitable
principles of general applicability, and the Indenture has been duly qualified
under the Trust Indenture Act of 1939, as amended.
(iv) The Notes have been duly authorized and executed and constitute
valid and binding obligations of the Corporation in accordance with their terms,
except as (i) the enforceability thereof may be limited by any bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general application affecting creditors' rights and (ii) the availability of
equitable remedies may be limited by equitable principles of general
applicability.
(v) The Underwriting Agreement has been duly authorized, executed and
delivered by the Corporation.
(vi) The performance by the Corporation of the Underwriting Agreement
will not contravene any provisions of applicable Federal or New York law or
regulation, the certificate of incorporation or by-laws of the Corporation or,
to my knowledge,
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any agreement or other instrument binding upon the Corporation, and no consent,
approval or authorization of any governmental body is required for the
performance of the Underwriting Agreement by the Corporation except for the
order of the Securities and Exchange Commission making the Registration
Statement effective and except as may be required under state securities and
blue sky laws, except as (i) the enforceability thereof may be limited by any
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
similar laws of general application affecting creditors' rights, (ii) the
availability of equitable remedies may be limited by equitable principles of
general applicability and (iii) rights to indemnity thereunder may be limited by
applicable law.
(vii) The statements in the Prospectus under "Description of Debt
Securities," and under "Certain Terms of the Offered Notes," insofar as such
statements constitute a summary of the documents referred to therein, fairly
present the information called for with respect to such documents.
(viii) The Registration Statement and Prospectus (except as to financial
statements or schedules and other financial data contained therein, as to which
I express no opinion) comply as to form in all material respects with the
Securities Act of 1933, as amended, and the rules and regulations thereunder;
and each document filed pursuant to the Securities Exchange Act of 1934, as
amended, and incorporated by reference in the Prospectus (except as to financial
statements or schedules and other financial data contained therein, as to which
I express no opinion) complied when so filed as to form in all material respects
with such Act and the rules and regulations thereunder.
I am a member of the New York bar and do not express any opinion as to
any law other than the law of the State of New York and the Federal law of the
United States of America. No opinion is expressed herein as to any Federal or
New York State tax laws.
Very truly yours,
/s/ Gordon S. Calder, Jr.
Gordon S. Calder, Jr.
Managing Director and Counsel
