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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) July 26, 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 area 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 6-5/8% Notes due July 30, 1999.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
BANKERS TRUST NEW YORK CORPORATION
By /s/ Gordon S. Calder, Jr.
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Gordon S. Calder, Jr.
Assistant Secretary
July 26, 1996
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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 6-5/8% Notes due July 30, 1999.
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Bankers Trust New York Corporation
130 Liberty Street
New York, New York 10006
Gordon S. Calder, Jr.
Managing Director and Counsel
July 26, 1996
re Bankers Trust New York Corporation
6-5/8% Notes due July 30, 1999
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UBS Securities LLC,
BT Securities Corporation and
Chase Securities Inc.
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 6-5/8% Notes due July 30, 1999 (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
hereinafter the "Indenture"), and in connection with the sale by
the Corporation of the Notes pursuant to an underwriting agreement,
dated July 23, 1996 (the "Underwriting Agreement"), between the
Corporation and you (the "Underwriters"). 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 July 23, 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.<PAGE>
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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,
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<PAGE>
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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
