<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 33-
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 31, 1996
$150,000,000
[LOGO] BANKERS TRUST NEW YORK CORPORATION
7 1/4% SUBORDINATED NOTES DUE OCTOBER 15, 2011
------------------
Interest on the Offered Notes is payable by Bankers Trust New York
Corporation (the "Corporation") semi-annually on April 15 and October 15 of
each year, beginning April 15, 1997, and the Offered Notes will mature on
October 15, 2011. 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 and are not
subject to any sinking fund. 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 Corporation(1)(2)
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Offered Note 99.184% .750% 98.434%
- ---------------------------------------------------------------------------------------------
Total $148,776,000 $1,125,000 $147,651,000
- ---------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------
</TABLE>
1. Plus accrued interest from October 22, 1996, if any.
2. Before deduction of expenses payable by the Corporation estimated at
$100,000.
------------------
The Offered Notes offered by the Underwriters are subject to prior sale,
receipt and acceptance by the Underwriters and subject to the right of the
Underwriters to reject any order in whole or in part and to certain other
conditions. It is expected that delivery of the Offered Notes, in book entry
form, will be made through the facilities of DTC on or about October 22, 1996
against payment in immediately available funds.
UBS SECURITIES
CHASE SECURITIES INC.
BT SECURITIES CORPORATION
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
October 17, 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
September 30, 1996, the Corporation had consolidated total assets of $120.8
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
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 130 Liberty
Street, New York, New York 10006 and its telephone number is (212) 250-2500.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
NINE MONTHS
ENDED
YEAR ENDED DECEMBER 31, SEPTEMBER 30,
------------------------ -------------
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 1.02 1.21
Including Interest on Deposits.... 1.22 1.28 1.48 1.21 1.03 1.02 1.16
</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.
CONSOLIDATED RESULTS OF OPERATIONS
The Corporation earned $176 million, or $1.99 primary earnings per share, in
the third quarter of 1996. The third quarter earnings improved from both the
second quarter 1996 results of $151 million, or $1.67 primary earnings per
share, and from the third quarter 1995 results of $155 million, or $1.72
primary earnings per share.
Details with respect to the foregoing are set forth in the Corporation's
Current Report on Form 8-K dated October 17, 1996, which is incorporated herein
by reference.
S-2
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION
The following selected consolidated financial data at and for each of the
three years ended December 31, 1995, have been derived from and are qualified
in their entirety by the detailed financial information and consolidated
financial statements of the Corporation included in its Annual Report on Form
10-K for the year ended December 31, 1995 ("Form 10-K") which is incorporated
herein by reference.
The consolidated financial data at and for the nine months ended September
30, 1995 and 1996 are unaudited but, in the opinion of management, all
material adjustments necessary for a fair presentation of the Corporation's
results of operations for such periods have been made. All such adjustments
were of a normal recurring nature. The results for the nine months ended
September 30, 1996, are not necessarily indicative of the results for the full
year or any other interim period.
<TABLE>
<CAPTION>
AT OR FOR THE AT OR FOR THE
YEAR ENDED NINE MONTHS ENDED
DECEMBER 31, SEPTEMBER 30,
------------------------- ---------------------
1993 1994 1995 1995 1996
------- ------- ------- ------- -------
($ 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 $ 4,429 $ 4,718
Interest expense....... 3,122 3,858 5,069 3,821 4,014
------- ------- ------- ------- -------
Net interest revenue... 1,314 1,172 817 608 704
Provision for credit
losses................ 93 25 31 21 5
------- ------- ------- ------- -------
Net interest revenue
after provision for
credit losses......... 1,221 1,147 786 587 699
Noninterest revenue.... 3,364 2,473 2,423 1,684 2,359
Noninterest expenses... 3,035 2,751 2,898 2,140 2,395
------- ------- ------- ------- -------
Income before income
taxes and cumulative
effects of accounting
changes............... 1,550 869 311 131 663
Income taxes........... 480 254 96 42 198
------- ------- ------- ------- -------
Income before cumula-
tive effects of ac-
counting changes...... 1,070 615 215 89 465
Cumulative effects of
accounting changes
(1)................... (75) -- -- -- --
------- ------- ------- ------- -------
Net income............. $ 995 $ 615 $ 215 $ 89 $ 465
======= ======= ======= ======= =======
Net income applicable
to common stock....... $ 972 $ 587 $ 164 $ 53 $ 428
======= ======= ======= ======= =======
Per Common Share Data:
Primary earnings per
share
Income before cumula-
tive effects of ac-
counting changes..... $ 12.40 $ 7.17 $ 2.03 $ .66 $ 5.19
Net income............ 11.51 7.17 2.03 .66 5.19
Fully diluted earnings
per share
Income before cumula-
tive effects of ac-
counting changes..... 12.29 7.17 2.02 .65 5.16
Net income............ 11.41 7.17 2.02 .65 5.16
Cash dividends de-
clared................ 3.24 3.70 4.00 3.00 3.00
--as a percentage of
net income (2)....... 26% 52% 198% 462% 58%
Book value (3)......... $ 51.90 $ 53.67 $ 50.58 $ 51.72 $ 53.11
Profitability Ratios:
Return on average com-
mon stockholders' eq-
uity (2).............. 26.33% 13.48% 3.98% 1.72% 13.33%
Return on average to-
tal assets (2)........ 1.25 .59 .20 .11 .53
Consolidated Balances,
End of Period:
Trading assets......... $48,276 $47,514 $47,893 $50,364 $47,757
Loans.................. 15,200 12,501 12,633 12,786 15,264
Total assets........... 92,082 97,016 104,002 103,949 120,847
Deposits............... 22,776 24,939 25,708 24,157 28,672
Securities sold under
repurchase agree-
ments................. 23,834 15,617 15,247 17,899 23,989
Other short-term
borrowings............ 18,992 18,222 15,761 16,573 18,799
Long-term debt......... 5,597 6,455 9,294 8,354 10,507
Common stockholders'
equity................ 4,284 4,309 4,119 4,196 4,508
Total stockholders'
equity................ 4,534 4,704 4,984 5,061 5,324
Consolidated Capital Ra-
tios, End of Period:
Common stockholders'
equity to total as-
sets.................. 4.7% 4.4% 4.0% 4.0% 3.7%
Total stockholders'
equity to total as-
sets.................. 4.9 4.8 4.8 4.9 4.4
Risk-based capital ra-
tios (4)
Tier 1 Capital....... 8.5 9.1 8.5 8.1 8.1
Total Capital........ 14.5 14.8 13.9 13.0 12.8
Leverage Ratio......... 6.3 5.3 5.1 5.5 5.3
EMPLOYEES............... 13,571 14,529 14,069 13,808 14,863
</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 September 30, 1996, are preliminary.
S-3
<PAGE>
CERTAIN TERMS OF THE OFFERED NOTES
GENERAL
The Corporation's 7 1/4% Subordinated Notes due October 15, 2011 offered
hereby (the "Offered Notes") will be limited to $150,000,000 aggregate
principal amount and will mature on October 15, 2011. 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, 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 1/4% per annum from October 22, 1996, payable semi-annually on April 15
and October 15 in each year, beginning on April 15, 1997, to the persons in
whose names the Offered Notes (or any predecessor Offered Notes) are registered
at the close of business on the fifteenth day 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-4
<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 3/8% Subordinated Notes due 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 1/8% Subordinated Notes due 2002,
8 1/4% Subordinated Notes due 2005 and Subordinated Yen Loan due 2005.
As of June 30, 1996, Senior Indebtedness and Other Financial Obligations of
the Corporation aggregated approximately $13 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.
S-5
<PAGE>
UNDERWRITING
Under the terms and subject to the conditions contained in an Underwriting
Agreement dated October 17, 1996, 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 below.
<TABLE>
<CAPTION>
PRINCIPAL
NAME AMOUNT
---- ------------
<S> <C>
UBS Securities LLC............................................. $ 50,000,000
Chase Securities Inc. ......................................... 50,000,000
BT Securities Corporation...................................... 25,000,000
Donaldson, Lufkin & Jenrette Securities Corporation............ 25,000,000
------------
Total...................................................... $150,000,000
============
</TABLE>
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent.
The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Corporation currently has no intention to list the Offered Notes on any
securities exchange, and there can be no assurance that there will be a
secondary market for the Offered Notes. However, from time to time, the
Underwriters may make a market in the Offered Notes.
The Corporation has been advised by the Underwriters that the Underwriters
propose to offer the Offered Notes to the public initially at the offering
price set forth on the cover page of this Prospectus Supplement and to certain
dealers at such price less a concession not in excess of .45% of the principal
amount of the Offered Notes; that the Underwriters and such dealers may reallow
a discount not in excess of .25% of such principal amount on sales to certain
other dealers; and that after the initial public offering the public offering
price and concession and discount to dealers may be changed by the
Underwriters.
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 Corporation 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-6
<PAGE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
No dealer, salesperson or other person has been authorized to give any
information or to make any representations not contained in this Prospectus
Supplement or the Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Corporation or the Underwriters. This Prospectus Supplement and the Prospectus
do not constitute an offer to sell or a solicitation of an offer to buy any of
the securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction. Neither the delivery of this
Prospectus Supplement or the Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that the information herein is
correct as of any time subsequent to the date hereof or that there has been no
change in the affairs of the Corporation since such date.
-----------
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-3
Certain Terms of the Offered Notes......................................... S-4
Experts.................................................................... S-5
Validity of Offered Notes.................................................. S-5
Underwriting............................................................... S-6
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
Book-Entry Securities...................................................... 11
United States Taxation..................................................... 12
Foreign Currency Risks..................................................... 12
Description of Series Preferred Stock...................................... 14
Depositary Shares.......................................................... 17
Description of the Corporation's Capital Stock............................. 19
Validity of Offered Securities............................................. 25
Experts.................................................................... 25
Plan of Distribution....................................................... 25
</TABLE>
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
$150,000,000
[LOGO] BANKERS TRUST
NEW YORK CORPORATION
7 1/4% SUBORDINATED NOTES DUE OCTOBER 15, 2011
-----------
PROSPECTUS SUPPLEMENT
OCTOBER 17, 1996
-----------
UBS SECURITIES
CHASE SECURITIES INC.
BT SECURITIES CORPORATION
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
