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UNITED STATES
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) March 19, 1996
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BANKERS TRUST NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
1-5920 13-6180473
(Commission file number) (IRS employer identification no.)
280 PARK AVENUE, NEW YORK NEW YORK 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 250-2500
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On March 19, 1996, the Corporation entered into an underwriting agreement
covering the issuance and sale of $150,000,000 aggregate principal amount of
7-1/8% Subordinated Notes due March 15, 2006 (the "Notes"). Said Notes were
registered under the Securities Act of 1933 pursuant to the Corporation's shelf
registration statement on Form S-3 (File No. 33-51615).
ITEM 7. Financial Statement, Pro Forma Financial Information and Exhibits
(c) Exhibits
(1) Underwriting Agreement, dated March 19, 1996, between Bankers
Trust New York Corporation and the Underwriters named herein.
(4)(a) Copy of the resolutions of the Price Committee of Bankers Trust
New York Corporation authorizing the issuance of the Notes
(without exhibits).
(4)(b) Specimen of the Notes
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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.
Date: March 22, 1996
BANKERS TRUST NEW YORK CORPORATION
By: /s/ Gordon S. Calder, Jr.
Name: Gordon S. Calder, Jr.
Title: Assistant Secretary
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INDEX TO EXHIBITS
(1) Underwriting Agreement, dated March 19, 1996, between Bankers Trust
New York Corporation and the Underwriters named therein.
(4)(a) Copy of the resolutions of the Price Committee of Bankers Trust New
York Corporation authorizing the issuance of the Notes (without
exhibits).
(4)(b) Specimen of the Notes.
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Exhibit 1
UNDERWRITING AGREEMENT
March 19, 1996
Bankers Trust New York Corporation
280 Park Avenue
New York, New York 10017
Dear Sirs:
We, as lead manager for the several Underwriters (the "Managers"),
understand that Bankers Trust New York Corporation, a New York corporation (the
"Corporation"), proposes to issue and sell $150,000,000 aggregate principal
amount of its 7-1/8% Subordinated Notes due March 15, 2006 (the "Securities") to
the Underwriters named in Schedule I hereto (the "Underwriters"). The terms of
the Securities are set forth in the Registration Statement and Basic Prospectus
referred to in the provisions incorporated herein by reference, as supplemented
by a Prospectus Supplement dated March 19, 1996. The Securities will be issued
pursuant to an Indenture, dated as of April 1, 1992, as supplemented by the
First supplemental Indenture thereto, dated as of January 15, 1993 (the
"Indenture"), between the Corporation and Marine Midland Bank, as Trustee (the
"Trustee").
All the provisions contained in the document entitled Bankers Trust New
York Corporation Debt Securities Underwriting Agreement Standard Provisions
(December 1993), a copy of which you have previously received, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full herein; provided that White & Case shall act as counsel for the
Underwriters pursuant to Section V(c) therein.
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Corporation hereby agrees to sell and each of the
Underwriters hereby agrees, severally and not jointly, to purchase the aggregate
principal amount of Securities set forth opposite the name of such Underwriter
in Schedule I hereto at 98.911% of their principal amount, plus accrued
interest, if any, from March 22, 1996 to the date of payment and delivery.
We will pay for such Securities upon delivery thereof at the offices of the
Corporation, 130 Liberty Street, New York, New York, at 10:00 A.M. (New York
City time) on March 22, 1996 or at such other time, as shall be designated by
us, such time being referred to herein as the "Closing Date".
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Please confirm your agreement by having an authorized officer sign five
copies of this Agreement in the space set forth below and by returning the
signed copies to us.
Very truly yours,
MORGAN STANLEY & CO. INCORPORATED
As lead representative for the Several
Underwriters named in Schedule I hereto
By: /s/ MICHAEL T. ROLLINGS
Accepted:
BANKERS TRUST NEW YORK CORPORATION
By: /s/ DUNCAN P. HENNES
Title: Senior Vice President
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Schedule I
Aggregate Principal
Name of Underwriter Amount of Securities
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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
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Exhibit (4)(a)
RESOLVED, that the Company issue $150,000,000 aggregate principal amount of its
7-1/8% Subordinated Notes due March 15, 2006 (the "Subordinated Notes"), that
Morgan Stanley & Co. Incorporated, BT Securities Corporation, Chase Securities,
Inc., Smith Barney Inc., ABN AMRO Securities (USA), Inc. and First Union Capital
Markets Corp. are selected to serve as the underwriters (the "Underwriters") of
the Subordinated Notes, that the price to be paid by the Underwriters shall be
98.911% of the principal amount of the Subordinated Notes and that the officers
of the Company are hereby authorized to execute and deliver to the Underwriters
the Subordinated Notes pursuant to the Underwriting Agreement, dated March 15,
1996 (the "Underwriting Agreement"), and that the Underwriting Agreement be and
it hereby is approved in all respects in the form attached hereto as Exhibit 1;
and further
RESOLVED, that the Subordinated Notes shall have the terms, and be in
substantially the form, set forth in the form of Subordinated Notes attached
hereto as Exhibit 2, which is hereby approved and adopted with such changes as
the officer executing the same shall deem necessary or appropriate; and further
RESOLVED, that the Subordinated Notes shall be issued pursuant to and shall be
entitled to the benefits of an Indenture, dated as of April 1, 1992, as amended
by the First Supplemental Indenture, dated as of January 15, 1993 (the Indenture
together with the First Supplemental Indenture hereinafter the "Indenture"),
between the Company and Marine Midland Bank (formerly Marine Midland Bank,
N.A.), which Indenture is hereby adopted and approved in all respects and that
the provisions of Article Fourteen of the Indenture shall apply to the
Subordinated Notes; and further
RESOLVED, that all actions heretofore taken by any officer of the Company within
the terms of the foregoing resolutions, are ratified and confirmed as the act of
the Company; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized
and empowered to do or cause to be done any and all such further acts and
things, and to execute and deliver any and all such documents, papers and
instruments as they or any of them deem necessary or desirable in order to carry
into effect the purpose and intent of the foregoing resolutions.
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Exhibit (4)(b)
NOTE NO. T-1 CUSIP # 066 365 BY2
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO BANKERS TRUST NEW
YORK CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
BANKERS TRUST NEW YORK CORPORATION
7-1/8% SUBORDINATED NOTES DUE MARCH 15, 2006
Bankers Trust New York Corporation, a corporation duly organized and
existing under the laws of the State of New York (the "Company"), for value
received, hereby promises to pay to Cede & Co., as the nominee of The Depository
Trust Company, or registered assigns, the principal amount of $150,000,000 on
March 15, 2006, and to pay interest on the outstanding principal amount hereof
from time to time from the date of issue or from the most recent Interest
Payment Date (as defined below) to which interest has been paid or duly provided
for, semi-annually on March 15 and September 15 in each year (each, an "Interest
Payment Date"), commencing September 15, 1996, at the rate of 7-1/8% per annum,
until the principal hereof is paid or made available for payment. Subject to
certain exceptions provided in the Indenture referred to below, the interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
shall, as provided in the Indenture, be paid to the Person in whose name this
Subordinated Note (or one or more predecessor Subordinated Notes) is registered
at the close of business on the March 1 and September 1 next preceding such
Interest Payment Date commencing on September 1, 1996 (the "Regular Record
Date"). Any such interest not so punctually paid or duly provided for
("Defaulted Interest") shall forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this
Subordinated Note (or one or more predecessor Subordinated Notes) is registered
at the close of business on a Special Record Date for the payment of such
Defaulted Interest
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to be fixed by the Trustee or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange
on which the Subordinated Notes (as defined below) may be listed and upon
such notice as may be required by such exchange, all as more fully provided
in said Indenture. Notice of a Special Record Date shall be given to Holders of
Subordinated Notes not less than 10 days prior to such Special Record Date.
Payment of the principal of and interest on this Subordinated Note shall be made
at the Corporate Trust Office of the Trustee, or at such other office or agency
of the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts; provided, however, that, at the option of the Company,
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payments of interest may be made by check or wire transfer mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register.
The Subordinated Notes may not be redeemed prior to maturity.
This Subordinated Note is one of a duly authorized issue of Securities of
the Company (the "Securities") not limited in aggregate principal amount. All
the Securities are issued or to be issued under an indenture, dated as of April
1, 1992, as amended by a Supplemental Indenture dated as of January 15, 1993
(collectively, the "Indenture"), duly executed and delivered by the Company to
Marine Midland Bank, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, the holders of Senior Indebtedness (as defined in the
Indenture) and the holders of the Securities. The Securities may be for various
principal amounts and are issuable in series, which different series may mature
at different times, may bear interest at different rates and may otherwise vary
as provided in the Indenture. This Subordinated Note is one of the Securities
described in the Indenture, and is one of the series designated as the Company's
7-1/8% Subordinated Notes due March 15, 2006 (herein the "Subordinated Notes"),
limited to an aggregate principal amount of $150,000,000. For the purposes of
this Subordinated Note, Existing Subordinated Indebtedness also includes, in
addition to those listed in the Indenture, the following: the Company's 7-1/2%
Subordinated Notes due November 15, 2015, 7-1/8% Subordinated Notes due 2010,
7-1/2% Subordinated Notes due 2010, 8-1/4% Subordinated Notes due 2005, 8-1/8%
Subordinated Notes due 2002, 6.00% Subordinated Notes due October 15, 2008,
6-1/8% Convertible Capital Securities due 2033, 6.00% Convertible Capital
Securities due 2033, Subordinated LIBOR/CMT Floating Rate Debentures due 2003,
Subordinated Floating Rate Notes due 2004, Subordinated Floating Rate Notes due
2005, Subordinated Constant Rate Maturity Treasury Floating Rate Debentures due
2003, 7.25% Subordinated Notes due January 15, 2003 and Subordinated Yen Loan
due 2005. Unless otherwise defined herein, terms used herein shall have the
meanings assigned in the Indenture.
The following provisions, provided for or contemplated by the Indenture,
are applicable to the Subordinated Notes:
PAYING AGENT AND REGISTRAR. Initially, Bankers Trust Company will act as
Paying Agent and Registrar. The Company may change any Paying Agent,
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Registrar or co-registrar without notice. The Company may act in either such
capacity.
2. SUBORDINATION. The indebtedness evidenced by this Subordinated Note
is, to the extent provided in Article Fourteen of the Indenture, subordinate and
subject in right of payment to the prior payment in full of all Senior
Indebtedness, and this Subordinated Note is issued subject to the provisions of
the Indenture with respect thereto. Each Holder of this Subordinated Note, by
accepting the same, agrees that each holder of Senior Indebtedness, whether
created or acquired before or after the issuance of the Subordinated Notes of
this series, shall be deemed conclusively to have relied on such provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. The Indenture also provides that if, upon the occurrence of
certain events of bankruptcy or insolvency relating to the Company, there
remains, after giving effect to such subordination provisions, any amount of
cash, property or securities available for payment or distribution in respect of
Subordinated Notes of this series (as defined in the Indenture, "Excess
Proceeds"), and if, at such time, any Entitled Person (as defined in the
Indenture) has not received payment in full of all amounts due or to become due
on or in respect of Other Financial Obligations (as defined in the Indenture),
then such Excess Proceeds shall first be applied to pay or provide for the
payment in full of such Other Financial Obligations before any payment or
distribution may be made in respect of Subordinated Notes of this series. This
Subordinated Note is also issued subject to the provisions of the Indenture
regarding payments to Entitled Persons in respect of Other Financial
Obligations. Each Holder of this Security, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination of this Security and payment of Excess Proceeds as provided in
the Indenture and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.
3. DENOMINATIONS, TRANSFER, EXCHANGE. The Subordinated Notes are issuable
in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. The transfer of Subordinated Notes will
be registered and Subordinated Notes may be exchanged as provided in the
Indenture. The Registrar may require holders of Subordinated Notes, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture.
4. PERSONS DEEMED OWNERS. The Company, the Trustee for the Subordinated
Notes and any agent of the Company or such Trustee may treat the Person in whose
name this Subordinated Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes whatsoever,
whether or not this Subordinated Note be overdue, and neither the Company, such
Trustee nor any such agent shall be affected by notice to the contrary.
5. AMENDMENTS AND WAIVERS. The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities
of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of at least 66-2/3% in principal
amount of the Securities at the time outstanding of each series to be affected.
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The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
outstanding, on behalf of Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Subordinated Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Subordinated Note and of
any Subordinated Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such waiver is
made upon this Subordinated Note.
6. DEFAULTS AND REMEDIES. An Event of Default is any of certain events
involving a bankruptcy, insolvency or reorganization of the Company. If an
Event of Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the Subordinated Notes may declare all the
Subordinated Notes to be due and payable immediately. Holders of Subordinated
Notes may not enforce the Indenture or the Subordinated Notes except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Subordinated Notes. Subject to certain
limitations, holders of a majority in principal amount of the Subordinated Notes
may waive an Event of Default and rescind any related declaration and also may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from holders of Subordinated Notes notice of any continuing Event of
Default if it determines that withholding notice is in their interest. The
Company must furnish an annual compliance certificate to the Trustee.
7. TRUSTEE DEALINGS WITH COMPANY. Subject to Sections 608 and 613 of the
Indenture, the Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Company or its affiliates, and may otherwise deal with the Company or its
affiliates, as if it were not Trustee.
8. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Subordinated Notes or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each holder of Subordinated Notes by accepting the Subordinated Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Subordinated Notes.
THIS SUBORDINATED NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
THIS SUBORDINATED NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A BANK AND
IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR OTHER
GOVERNMENTAL AGENCY.
This Subordinated Note shall not be valid or obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture.
IN WITNESS WHEREOF, Bankers Trust New York Corporation has caused this
instrument to be signed in its corporate name, manually or by facsimile,
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by its Chairman of the Board or one of its Senior Vice Presidents and a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon,
attested by the manual or facsimile signature of its Secretary or one of its
Assistant Secretaries.
BANKERS TRUST NEW YORK
CORPORATION
Attest: _____________________ By: _____________________
Assistant Secretary Senior Vice President
Dated: March 22, 1996
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subordinated Notes of the series designated herein
referred to in the within-mentioned Indenture.
MARINE MIDLAND BANK,
as Trustee
By:
Authorized Signer
