<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Bankers Trust New York Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--Enter Company Name Here--
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
<PAGE>
[LOGO] BANKERS TRUST NEW YORK CORPORATION
CHARLES S. SANFORD, JR., CHAIRMAN OF THE BOARD
March 20, 1996
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders to be
held at 3:00 P.M. on Tuesday, April 16, 1996, at One Bankers Trust Plaza (130
Liberty Street), New York, New York.
We are asking you to vote for the election of directors and for the
ratification and appointment of the independent auditor, as described in the
attached Notice of Meeting and Proxy Statement.
These matters, together with three stockholder proposals that may be brought
before the meeting, are more fully described in the accompanying Proxy
Statement. For the reasons set forth in the Proxy Statement, your Board of
Directors and Management recommend a vote FOR items 1 and 2 and AGAINST items
3, 4 and 5, as set forth in the enclosed proxy card.
It is important that your shares be represented at the meeting, whether or
not you are able to personally attend. Accordingly, I urge you to sign and
date the enclosed proxy card and return it in the enclosed envelope as
promptly as possible.
Thank you for your interest in the Corporation's affairs.
Sincerely,
/s/ Charles S. Sanford, Jr.
<PAGE>
[LOGO] BANKERS TRUST NEW YORK CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1996
The Annual Meeting of Stockholders of Bankers Trust New York Corporation (a
New York corporation) will be held at One Bankers Trust Plaza (130 Liberty
Street), New York, New York, on Tuesday, April 16, 1996, at 3:00 P.M., for the
following purposes:
1. to elect directors;
2. to ratify the appointment of Ernst & Young as the independent auditor for
1996; and
3. to consider and act upon three stockholder proposals, if introduced at the
meeting, as described in the attached Proxy Statement;
and to transact such other business as may properly come before the meeting or
adjournments thereof.
The Board of Directors has fixed the close of business on February 29, 1996,
as the time as of which stockholders of record of Bankers Trust New York
Corporation who are entitled to notice of and to vote at such meeting shall be
determined.
By Order of the Board of Directors
/s/ James T. Byrne, Jr.
JAMES T. BYRNE, JR.
Secretary
280 Park Avenue
New York, New York 10017
March 20, 1996
----------------
YOUR VOTE IS IMPORTANT
WE ENCOURAGE YOU TO COMPLETE, DATE, SIGN AND PROMPTLY RETURN YOUR
PROXY CARD IN THE ENCLOSED ENVELOPE, REGARDLESS OF WHETHER YOU
PLAN TO ATTEND THE MEETING.
<PAGE>
PROXY STATEMENT
This statement is submitted in connection with the solicitation of proxies
by and on behalf of the Board of Directors and Management of Bankers Trust New
York Corporation (the "Corporation"), 280 Park Avenue, New York, New York
10017, for the Annual Meeting of Stockholders on April 16, 1996, or
adjournments thereof (the "Annual Meeting"). There were outstanding at the
close of business on the record date, February 29, 1996, 79,149,821 shares of
the common stock of the Corporation (the "Common Stock") entitled to vote at
this meeting, each share being entitled to one vote. Only stockholders whose
names appear of record on the books of the Corporation at that time will be
entitled to vote at the Annual Meeting. The presence, in person or by proxy,
of the holders of a majority of the shares entitled to vote constitutes a
quorum for the Annual Meeting. This Proxy Statement and the enclosed proxy
card were mailed commencing on or about March 20, 1996.
If a stockholder is a participant in the Corporation's Dividend Reinvestment
and Common Stock Purchase Plan, the proxy card sent to such participant will
represent both the number of shares registered in the participant's name and
the number of shares (excluding fractional shares) credited to the
participant's Dividend Reinvestment Plan account as of the record date, and
all such shares will be voted in accordance with the instructions on the proxy
card.
Proxies marked as abstaining will be treated as present for purposes of
determining a quorum for the Annual Meeting, but will not be counted as voting
in respect of any matter as to which abstinence is indicated. Proxies returned
by brokers as "non-votes" on behalf of shares held in street name because
beneficial owners' discretion has been withheld as to one or more matters on
the agenda for the Annual Meeting will be treated as present only for purposes
of determining a quorum for the Annual Meeting; such shares will not be
counted for any purpose as to the matters for which a non-vote is indicated on
the broker's proxy.
PART 1. ELECTION OF DIRECTORS
The directors of the Corporation are elected annually to serve until the
next Annual Meeting of Stockholders and until their respective successors have
been elected and duly qualified. Directors are elected by a plurality of the
votes cast. It is intended that the shares represented by the enclosed proxy
will be voted for each of the nominees listed herein unless authority to vote
for the election of directors is withheld. In the event that any of such
nominees unexpectedly shall be unable to serve as a director, it is intended
that the enclosed proxy will be voted for such person or persons as shall be
nominated by the Board's Committee on Directors.
Donald F. McCullough, who has served as a director of the Corporation and
Bankers Trust Company since 1971, has reached the mandatory retirement age of
70 and is therefore ineligible for reelection.
Charles S. Sanford, Jr. has announced his intention to retire as Chairman
and a director of the Corporation and Bankers Trust Company, effective April
16, 1996, following the Annual Meeting and, under a provision of the By-Laws
of both organizations enacted in 1993, is ineligible for reelection as a
director.
Eugene B. Shanks, Jr. resigned his positions as President and a director of
the Corporation and Bankers Trust Company in October 1995, and will not stand
for election at the Annual Meeting.
<PAGE>
Following are the nominees, all of whom are currently directors of the
Corporation and were elected to their present terms of office at the 1995
Annual Meeting of Stockholders, except for Frank N. Newman, who was elected as
Senior Vice Chairman and a director of the Corporation and Bankers Trust
Company in September 1995, as President in October 1995, and as Chief
Executive Officer of both organizations commencing January 1, 1996.
Information concerning each of the nominees, showing the year when first
elected as a director, the age, principal occupation and principal
affiliations, is as follows:
Nominees
and Year
Each
Became
a Director Principal Occupation and Other Information
- ---------- ------------------------------------------
DIRECTOR OF VARIOUS CORPORATIONS. Director of Bankers Trust Com-
pany. Retired Senior Vice President and Director, International
Business Machines Corporation. Also a director of Computer Task
[PHOTO] Group, FlightSafety International, Inc., Phillips Gas Company,
Phillips Petroleum Company, Caliber Systems, Inc. (formerly
Roadway Services, Inc.), Rohm and Haas Company and TIG Holdings,
chairman emeritus of Amherst College, and chairman of the Colo-
nial Williamsburg Foundation. Age 67.
George B.
Beitzel
1977
DIRECTOR, INSTITUTE FOR ADVANCED STUDY. Director of Bankers
Trust Company. Chairman, Committee on Science, Engineering and
Public Policy of the National Academies of Sciences and Engi-
neering & the Institute of Medicine; member, National Academy of
Sciences, American Academy of Arts and Sciences, American Philo-
[PHOTO] sophical Society, member and chairman of the Nominations Commit-
tee and Committee on Science and Engineering Indicators, Na-
tional Science Board, and trustee of North Carolina School of
Science and Mathematics and the Woodward Academy. Former member
of the board of directors, Research Triangle Institute. Age 57.
Phillip A.
Griffiths
1994
CHAIRMAN OF THE BOARD, J.C. PENNEY COMPANY, INC. Director of
Bankers Trust Company. Also a director of Exxon Corporation,
[PHOTO] Halliburton Company, Warner-Lambert Company, National Urban
League, Inc. and the National Retail Federation. Age 60.
William R.
Howell
1986
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER, HUNTSMAN
CHEMICAL CORPORATION. Director of Bankers Trust Company. Chair-
man of the board and chief executive officer, Huntsman Corpora-
tion, Huntsman Petrochemical Corporation, chairman of the board,
Huntsman Packaging Corporation, chairman of Primary Children's
Medical Center Foundation, an overseer, The Wharton School, Uni-
[PHOTO] versity of Pennsylvania, an advisor, University of Utah, Eccles
Business School, founder of Huntsman Cancer Institute, Univer-
sity of Utah, chairman and director of the Huntsman Cancer Foun-
dation, and a trustee and president of the Jon and Karen Hunts-
man Foundation. Age 58.
Jon M.
Huntsman
1991
2
<PAGE>
Nominees
and Year
Each
Became
a Director Principal Occupation and Other Information
- ---------- ------------------------------------------
SENIOR PARTNER, AKIN, GUMP, STRAUSS, HAUER & FELD, LLP, ATTOR-
NEYS-AT-LAW, WASHINGTON D.C. AND DALLAS, TEXAS. Director of
Bankers Trust Company. Former president of the National Urban
League, Inc. Also a director of American Express Company, Cor-
ning Incorporated, Dow-Jones, Inc., J.C. Penney Company, Inc.,
[PHOTO] Revlon Group Incorporated, Ryder System, Inc., Sara Lee Corpora-
tion, Union Carbide Corporation and Xerox Corporation, a trustee
of Brookings Institution, The Ford Foundation and Howard Univer-
sity, and governor of the Joint Center for Political and Eco-
nomic Studies. Age 60.
Vernon E.
Jordan,
Jr. 1972
RETIRED CHAIRMAN AND CHIEF EXECUTIVE OFFICER, PHILIP MORRIS COM-
PANIES INC. Director of Bankers Trust Company. Also a director
[PHOTO] of The News Corporation Limited and Sola International Inc. Age
69.
Hamish
Maxwell
1984
PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE CORPORATION AND
BANKERS TRUST COMPANY. Director of Bankers Trust Company. Former
[PHOTO] Deputy Secretary of the United States Treasury and former vice
chairman of the board and director of BankAmerica Corporation
and Bank of America. Also a director of Carnegie Hall. Age 53.
Frank N.
Newman
1995
INVESTOR. Director of Bankers Trust Company. Former co-chief ex-
[PHOTO] ecutive officer of Time Warner Inc. Also a director of Boston
Scientific Corporation and Xerox Corporation. Age 56.
N.J.
Nicholas
Jr. 1989
CHAIRMAN AND CHIEF EXECUTIVE OFFICER, THE PALMER GROUP. Director
of Bankers Trust Company. Former Dean of The Wharton School,
University of Pennsylvania and former chief executive officer of
Touche Ross & Co. (now Deloitte & Touche). Also a director of
[PHOTO] Allied- Signal Inc., Federal Home Loan Mortgage Corporation, GTE
Corporation, Imasco Limited, The May Department Stores Company
and Safeguard Scientifics, Inc., and member, advisory board of
the Controller General of the United States, and a trustee, the
University of Pennsylvania. Age 61.
Russell E.
Palmer
1988
3
<PAGE>
Nominees
and Year
Each
Became
a Director Principal Occupation and Other Information
- ---------- ------------------------------------------
FORMER VICE PRESIDENT, THE EDNA MCCONNELL CLARK FOUNDATION (A
CHARITABLE FOUNDATION). Director of Bankers Trust Company. Also
[PHOTO] a director of Melville Corporation, a director and vice chair of
Community Foundation for Palm Beach and Martin Counties, and a
trustee emerita of Cornell University. Age 67.
Patricia
Carry
Stewart
1977
VICE CHAIRMAN OF THE CORPORATION AND BANKERS TRUST COMPANY. Di-
rector of Bankers Trust Company. Also a director of Northwest
[PHOTO] Airlines, Private Export Funding Corp., the New York State Bank-
ing Board and St. Lukes-Roosevelt Hospital Center, a partner of
New York City Partnership and Chairman, Wharton Financial Serv-
ices Center. Age 60.
George J.
Vojta1992
4
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
Name of Beneficial Amount and Nature
Title of Class Owner of Beneficial Ownership/1/,/2/ Percent of Class/3/
- -------------- ------------------------- ------------------------------ -------------------
<S> <C> <C> <C>
Common Beitzel, George B.
Stock.. 5,552 (D)
6,000 (I) (As Trustee)
3,212 (DRIP)
Common Griffiths, Phillip A.
Stock.. 600 (D)
Common Howell, William R.
Stock.. 1,475 (D)
Common Huntsman, Jon R.
Stock.. 16,600 (D)
Common Jordan, Vernon E. Jr.
Stock.. 4,126 (D)
2,127 (DRIP)
Common Manganello, Joseph A. Jr.
Stock.. 190,438 (D)/4/,/5/
1,286 (I) (EBP)
721 (I) (ESOP)
Common Maxwell, Hamish
Stock.. 2,900 (D)
1,747 (DRIP)
Common McCullough, Donald F.
Stock.. 5,550 (D)
624 (DRIP)
Common Newman, Frank N.
Stock.. 10,000 (D)/5/
Common Nicholas, N.J. Jr.
Stock.. 2,300 (D)
Common Palmer, Russell E.
Stock.. 2,800 (D)
Common Sanford, Charles S. Jr.
Stock.. 578,606 (D)/4/,/5/
757 (I) (ESOP)
Common Shanks, Eugene B. Jr.
Stock.. 356,886 (D)/4/,/5/
3,828 (I) (EBP)
246 (I) (ESOP)
Common Stewart, Patricia C.
Stock.. 5,100 (D)
Common Vojta, George J.
Stock.. 386,964 (D)/4/,/5/
41 (I) (ESOP)
Common Yates, Timothy T.
Stock.. 141,874 (D)/4/,/5/
582 (I) (ESOP)
Common Yellin, Melvin A.
Stock.. 115,655 (D)/4/,/5/
635 (I) (ESOP)
Common Directors and Executive 1,969,098 (D)/6/ 2.5%
Stock..
Officers as a group 6,000 (I) (As Trustee)
10,050 (D) (DRIP)
16,128 (I) (EBP)
3,293 (I) (ESOP)
</TABLE>
- --------
/1/Ownership as of January 31, 1996. Shares of common stock have been rounded
to the nearest full share.
/2/As denoted next to share amounts: (D) represents shares directly held; (I)
represents shares indirectly held; (DRIP) represents shares held in the
Corporation's Dividend Reinvestment and Common Stock Purchase Plan; (ESOP)
represents shares held in the Corporation's Employee Stock Ownership Plan; and
(EBP) represents shares held in the Corporation's Qualified Employee Benefit
Plans.
/3/Based on January 31, 1996, outstanding securities of 79,241,268 and
exercisable options of 6,217,385, the number of shares of the Corporation's
Common Stock owned by any member of Management constitutes less than 1% of the
total outstandings of the class.
/4/Includes options now exercisable and those that become exercisable within
60 days for each of the named Executive Officers, as follows: Manganello--
118,000; Newman--0; Sanford--250,000; Shanks--277,554; Vojta--217,939; Yates--
70,000; and Yellin--76,192.
/5/Includes vested (non-forfeitable) shares which are mandatorily deferred for
5 years (commencing with the end of the performance year) under the
Partnership Equity Plan, a component of the 1991 and 1994 Stock Option and
Stock Award Plans, for each of the named Executive Officers, as follows:
Manganello--35,920; Newman--10,000; Sanford--95,420; Shanks--79,332; Vojta--
57,679; Yates--43,324; and Yellin--27,017.
/6/Includes 1,087,685 options that will be exercisable within 60 days and
370,347 vested shares under the Partnership Equity Plan.
Section 16(a) of the Securities and Exchange Act of 1934 requires the
Corporation's executive officers, directors and holders of more than 10% of
the Corporation's Common Stock to file initial reports of ownership and
reports of changes in ownership of the Common Stock of the Corporation
5
<PAGE>
with the Securities and Exchange Commission ("SEC"). Executive officers,
directors and holders of more than 10% of the Corporation's Common Stock are
required by SEC regulations to furnish the Corporation with copies of all such
forms.
Based on a review of the copies of such forms furnished to the Corporation
and written representations from the Corporation's executive officers and
directors, the Corporation believes that in 1995 all Section 16(a)
requirements applicable to its executive officers and directors were met,
except for an inadvertent late filing of a Form 4 by Mr. Howell, which
disclosed one late transaction, and an inadvertent late filing of a Form 5 by
Mr. Shanks, which disclosed one late transaction. There were no holders of 10%
or more of the Corporation's Common Stock during 1995.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
<TABLE>
<CAPTION>
(1) (2) (3) (4)
Title of Name and Address of Amount and Nature of Percent of
Class Beneficial Owner Beneficial Ownership Class
-------- ------------------- -------------------- ----------
<S> <C> <C> <C>
Common Stock The Capital Group Companies, Inc. 4,626,750(a) 5.9%
333 South Hope Street
Los Angeles, CA 90071
</TABLE>
- --------
(a) In a Schedule 13G filed under the Securities Exchange Act of 1934, The
Capital Group of Companies, Inc. disclosed that, as of December 29, 1995,
it had sole investment power with respect to all of said shares and sole
voting power with respect to 643,250 of said shares; that the shares were
acquired in the ordinary course of business, were not acquired for the
purpose of, and do not have the effect of, changing or influencing the
control of the Corporation; and that the shares were not acquired in
connection with or as a participant in any transaction having such purpose
or effect.
INTEREST OF DIRECTORS AND EXECUTIVE OFFICERS AND THEIR ASSOCIATES IN
TRANSACTIONS WITH THE CORPORATION
Some of the Corporation's directors and executive officers and their
associates, including affiliates and related interests, are customers of the
Corporation and/or subsidiaries of the Corporation and some of the
Corporation's directors and executive officers and their associates, including
affiliates and related interests, are directors or officers of, or investors
in, corporations or members of partnerships or have an interest in other
entities which are customers of the Corporation and/or such subsidiaries. As
such customers, they have had transactions in the ordinary course of business
with the Corporation and/or such subsidiaries, including borrowings, all of
which were on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and did not involve more than normal risk of collectibility.
EXTENSION OF DIRECTORS AND OFFICERS LIABILITY INSURANCE POLICY
The Directors and Officers Liability Insurance Policy, which the Corporation
has maintained since June 1, 1972, was extended as of June 1, 1995. This
policy will reimburse the Corporation and/or any of its subsidiaries for
certain payments they may be required to make in indemnifying their directors
and officers, and covers directors and officers against certain liabilities
and expenses for which they may not or cannot be indemnified by the
Corporation. The policy also includes coverage for a director or an officer
who serves as a director of a non-subsidiary corporation at the request of the
Corporation. The policy is written by National Union Fire Insurance Company of
Pittsburgh and other independent insurance companies at an annual premium of
$2,812,113. No sums were paid by the insurers under this policy in 1995.
6
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation and Bankers Trust Company (the "Bank"), its principal
subsidiary, each maintains the Board Committees described below. Included with
the descriptions are the number of times each Committee met during 1995 and a
list of the current members of each such Committee:
EXECUTIVE COMMITTEE (ALSO FUNCTIONS AS THE DIVIDEND COMMITTEE)--2
MEETINGS. The Executive Committee has the authority to act for the Board of
Directors, except when the Board is in session and subject to certain
statutory limitations on its authority. The Committee also considers and acts
on matters which do not require full Board consideration and approval and,
upon the request of Management, it considers some matters on a preliminary
basis before their submission for full Board consideration or approval. This
Committee also serves as the Dividend Committee, in which capacity its sole
function is to declare and set aside contractually required dividends (such as
those declared from time to time on preferred stock issues) which may become
due during the periods between scheduled Board meetings. Current Members:
Charles S. Sanford, Jr., Chairman; George B. Beitzel; William R. Howell;
Vernon E. Jordan, Jr.; Hamish Maxwell; Frank N. Newman; and Russell E. Palmer.
HUMAN RESOURCES COMMITTEE--7 MEETINGS. The Human Resources Committee is
comprised entirely of independent outside directors. The function of the
Committee is to review and evaluate, in comparison with the Corporation's
competitors, the Corporation's performance and the executives' actual
compensation and benefits and their share ownership. The Committee is updated
periodically with information provided to the Corporation by independent
compensation and benefit consultants and is responsible for approving and
monitoring those policies which support corporate strategic objectives and
govern both annual cash compensation and long term stock ownership programs.
Key aspects of this process require the Committee to compare the Corporation's
pay practices to its missions and long term goals and assess ways in which
compensation incentives support the creation of value for the Corporation's
stockholders. Current Members: William R. Howell, Chairman; Jon M. Huntsman;
Vernon E. Jordan, Jr. (until April 16, 1996--See page 13); Hamish Maxwell; and
Patricia C. Stewart.
AUDIT COMMITTEE--8 MEETINGS. The Audit Committee, comprised entirely of
independent outside directors, is appointed annually by the Board of Directors
to oversee the accounting, reporting and audit practices established by
Management. The Committee meets regularly with Management and the internal,
credit and independent auditors (the "Auditors"). The Auditors have free
access to the Audit Committee without the presence of Management. The
Committee reports regularly to the Board of Directors on its activities and
such other matters as it deems necessary. Current Members: George B. Beitzel,
Chairman; Phillip A. Griffiths; N.J. Nicholas Jr.; and Russell E. Palmer.
COMMITTEE ON CONTROLS (SUB-COMMITTEE OF AUDIT)--3 MEETINGS. The Committee on
Controls, comprised entirely of independent outside directors, is appointed
annually by the Board of Directors as a sub-committee of the Audit Committee.
The Committee on Controls is responsible for monitoring the effectiveness and
quality of the Corporation's standards and control systems, and has
unrestricted access to corporate records, facilities and personnel in the
conduct of its business. The Committee reports to the Board of Directors
through the Audit Committee. Current Members: Russell E. Palmer, Chairman;
Hamish Maxwell; and Patricia C. Stewart.
COMPLIANCE COMMITTEE (COMMITTEE OF THE CORPORATION ONLY)--13 MEETINGS. The
Compliance Committee is comprised entirely of independent outside directors.
Established in December 1994, the Committee is charged with the responsibility
to monitor compliance with the provisions of a Written Agreement, dated
December 4, 1994, and a Memorandum of Understanding, dated December 21, 1994,
which the Corporation, the Bank and BT Securities Corporation entered into
with the Federal Reserve Bank of New York and the New York State Banking
Department, respectively, concerning the leveraged derivatives transactions
business within the Corporation and certain of its subsidiaries. Under the
provisions of the above agreements and for as long as said
7
<PAGE>
agreements are in effect, Management must prepare and submit to the Committee
quarterly written reports on the leveraged derivatives transactions business,
which reports the Committee then provides to the Board of Directors and the
Corporation's regulatory agencies. Current Members: George B. Beitzel,
Chairman; Phillip A. Griffiths; N.J. Nicholas Jr.; and Russell E. Palmer.
COMMITTEE ON DIRECTORS--3 MEETINGS. The Committee on Directors is comprised
entirely of independent outside directors. The Committee is responsible for
nominating directors and reviewing the effectiveness and procedures of the
Board, the Board Committees and corporate governance. The Committee also has
the responsibility to make recommendations regarding these issues to the
Board. The Committee will consider a nominee recommended by a stockholder by a
written notification to it, not later than 90 days in advance of the Annual
Meeting of Stockholders in care of the Secretary of the Corporation, of the
name of such person with appropriate biographical data and that person's
written consent to submission of his or her name to the Committee for its
consideration. Current Members: Hamish Maxwell, Chairman; George B. Beitzel;
Jon M. Huntsman; and N.J. Nicholas Jr.
COMMITTEE ON PUBLIC RESPONSIBILITY AND CONCERN--5 MEETINGS. The function of
the Committee on Public Responsibility and Concern is to review policy and
audit the performance of the Corporation in the discharge of its social
responsibilities, which include, but are not limited to, the Corporation's
Equal Opportunity and Vendor Outreach programs, community reinvestment
activities, contributions program and its political action committee. Current
Members: Vernon E. Jordan, Jr., Chairman; N.J. Nicholas Jr.; and Patricia C.
Stewart.
In addition to the Committee meetings shown above, there were 11 regularly
scheduled and 5 special meetings of the Board of Directors during 1995.
Director attendance at Board meetings averaged 95% during the year and
aggregate attendance at Committee meetings averaged 94%. Aggregate Board and
Committee meeting attendance for each of the directors was in excess of 80%.
COMPENSATION OF NON-OFFICER DIRECTORS
Each director who is not also an officer receives an annual retainer, which
in 1995 amounted to $50,050, comprised of cash and a valuation of 400 shares
of Common Stock received in that year. For each Board meeting and Executive
Committee meeting he or she attends, non-officer directors receive a fee of
$1,000. Each such director who is a member of the Compliance Committee, the
Human Resources Committee, the Committee on Public Responsibility and Concern
or the Committee on Directors receives a fee of $1,000 for each Committee
meeting he or she attends and the Chairman of each of those committees
receives an additional annual fee of $3,000. The Chairman of the Audit
Committee receives an annual fee of $15,000 and its other members receive an
annual fee of $7,500. The Chairman of the Committee on Controls receives an
annual fee of $10,000 and its other members receive an annual fee of $5,000.
Members of the Audit Committee and the Committee on Controls do not receive
meeting fees. Directors may elect to defer receipt of all or a portion of
their directors' fees in cash or in Common Stock equivalents until they leave
the Board, at which time a cash only payment would be made in a lump sum or in
annual installments over a period not to exceed 10 years. Until paid, deferred
fees earn additional compensation at the same rate as the yield on one-year
Treasury bills, adjusted on a quarterly basis or, if deferred for Common Stock
equivalents, dividend equivalents are credited on the share equivalents and
are treated as investments in additional share equivalents or fractional share
equivalents. Upon retirement, a director who has served at least 10 years as a
non-officer director receives an annual payment of $20,000 for life. If
service is less than 10 years, but more than five years, the benefit is
prorated. Upon a Change of Control of the Corporation (as defined below), all
deferred fees would be paid immediately to these directors.
A "Change of Control of the Corporation" is defined as: (i) an acquisition
(other than from the Corporation) by an individual, entity or a group
(excluding the Corporation, an employee benefit plan, or a corporation the
stock of which is owned 80% or more by the Corporation's stockholders in
8
<PAGE>
substantially the same proportions as their holdings in the Corporation) of
beneficial ownership of 20% or more of the Corporation's voting stock; (ii) a
change in a majority of the Board of Directors (excluding any persons approved
by a vote of at least a majority of the incumbent Board other than in
connection with a proxy contest); (iii) the approval by the stockholders of a
merger or consolidation (other than a merger or consolidation in which all or
substantially all of the stockholders of the Corporation receive 80% or more
of the stock of the surviving company); or (iv) a complete liquidation or
dissolution of the Corporation or the sale of all, or substantially all, of
the assets of the Corporation.
1996 HUMAN RESOURCES COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Human Resources Committee of the Board of Directors (the "Committee") is
comprised entirely of outside directors, none of whom is a former or current
officer or employee of Bankers Trust New York Corporation or its subsidiaries
(for purposes of this report, the "Corporation"). Following directly after
this report is a discussion of other relationships between these Board members
and the Corporation, entitled "Compensation Committee Interlocks and Insider
Participation."
The Committee reviews and approves compensation and benefit plans and
policies applicable to senior officers of the Corporation. The Committee
determines total compensation for the Chief Executive Officer and other
executive officers of the Corporation, and submits such compensation
arrangements to the Board for approval.
During 1995, the Committee met seven times to review and evaluate executive
compensation and benefit programs, including information periodically provided
to the Corporation by independent compensation and benefit consultants.
Consistent with the Corporation's philosophy of pay for performance and as
more fully discussed below, overall compensation levels for the 1995
Performance Year have been significantly decreased from those paid on the
Corporation's earnings for 1994. Total compensation for Charles S. Sanford,
Jr., the Chief Executive Officer through December 31, 1995, decreased by more
than 20%.
COMPENSATION POLICIES
On September 21, 1995, Frank Newman became Senior Vice Chairman and a
Director of Bankers Trust New York Corporation and subsequently was elected
President and Chief Executive Officer, effective October 19, 1995, and January
1, 1996, respectively. In connection with his joining the Corporation, an
employment agreement was entered into with Mr. Newman that is described on
page 16. The Committee believes that the compensation to be paid to Mr. Newman
under the employment agreement is consistent with its policies of attracting
the best qualified individuals and aligning executives' interests with
shareholders. Since Mr. Newman's compensation is in accordance with his
employment agreement, the following discussion does not apply to the amounts
paid and equity granted to him during the 1995 Performance Year.
The Committee's executive compensation policies are designed (a) to attract
and retain the best individuals available in each area of global financial
services in which the Corporation competes for profits, (b) to motivate and
reward such individuals based on corporate, business unit and individual
performance, and (c) to align executives' and stockholders' interests through
equity-based incentives. In implementing its policies, the Committee evaluates
the Corporation's performance usually over a 3 to 5 year period rather than
considering a single year when external economic and business conditions may
produce results not indicative of management performance. Executive officer
pay, including that of the Chief Executive Officer, is determined and
administered by the Committee on the basis of total compensation rather than
as separate free-standing components.
9
<PAGE>
In determining each executive officer's total compensation package for the
1995 Performance Year, the Committee began with an evaluation of the
Corporation's annual and long term performance compared to a total of nine
investment banks and commercial banks (listed on page 17) which are regarded
as a peer group of the Corporation (the "Peer Group"). A key determinant of
overall levels of compensation is the pay practices of the Peer Group. As part
of this process, the Committee considers quantitative as well as qualitative
factors without assigning uniform relative weights to them. The Corporation's
performance relative to the Peer Group is reviewed using the following
factors: level, quality, consistency and growth of earnings, the return on
equity, and the total stockholder return. The Committee also considers
prevailing economic conditions and business opportunities available to firms
in the financial services industry. For the 1995 Performance Year, the
Corporation expects that the total aggregate compensation paid to its
executive officers will place the Corporation within the 25th to 50th
percentile of the Peer Group.
In arriving at the total compensation levels for the 1995 Performance Year,
the Committee evaluated each individual's long-term commitment, as well as
contribution to the overall performance of the Corporation. In addition, the
Committee took into account such factors as leadership and technical skills,
teamwork, recruiting and other management contributions to the Corporation.
The Committee exercises its judgment in setting an appropriate amount of
current cash to equity within each individual's compensation package. The cash
to equity ratio of compensation packages for the executive officer group as a
whole, for the past several years, has been approximately 2:3. This approach
reflects the Committee's commitment to increasing stockholder values through
significant management stock ownership.
For the 1995 Performance Year, the cash to equity ratio was 19:81. This
means that of each dollar of total compensation earned by the group in 1995,
approximately 81 cents was paid in the form of equity in the Corporation.
In determining compensation levels for the year, the Committee also took
into account the large amount of equity-based compensation paid to the
executive officers in prior years. This emphasis on equity-based compensation
has had the effect of reducing the overall value of those compensation
packages in the years 1994 and 1995.
In addition, the Committee recognizes that the Corporation's long term
success is dependent on its key resource--highly talented individuals--whom it
must attract and retain in an extremely competitive environment.
It is the Committee's policy to maximize the effectiveness, as well as the
tax-efficiency, of the Corporation's executive compensation programs. All of
the compensation paid by the Corporation in the 1995 Performance Year was
deductible under Section 162(m) of the Internal Revenue Code. With regard to
future executive compensation actions, the Committee's policy is to maintain
flexibility to take actions that it deems to be in the best interests of the
Corporation and its stockholders but which may not necessarily qualify for tax
deductibility under Section 162(m) or other Sections of the Internal Revenue
Code.
COMPENSATION COMPONENTS
For the 1995 Performance Year, salary continued to represent a relatively
low percentage (typically 10-20%) of executive officers' total compensation.
Although reviewed annually for appropriateness in the Committee's judgment,
salary levels are not ordinarily adjusted each year. Salary levels for the
named Executive Officers are determined by the Committee on the basis of what,
in its discretion, it deems to be appropriate pay for the responsibilities
involved. Salary amounts shown for each named Executive Officer shown in the
Summary Compensation Table reflect salary increases effected in February of
1992.
10
<PAGE>
Partnership Equity Plan Awards are a type of grant made under Section 7 of
the Corporation's 1991 Stock Option and Stock Award Plan and Section 7 of the
Corporation's 1994 Stock Option and Stock Award Plan (Deferred Stock Awards).
Partnership Equity Plan Awards are granted in the form of performance units,
the value of which is determined by a quantitative formula directly related to
net income of the Corporation. The formula produces a schedule that assigns to
performance units a dollar value based on various levels of net income of the
Corporation (i.e., the higher the Corporation's net income, the higher the
value of that performance year's units).
At the beginning of the 1995 Performance Year, the Committee reviewed the
formula in the context of the Corporation's strategic direction and current
business conditions. While the Committee set new performance objectives for
the 1995 Performance Year, the Committee did not otherwise alter the formula.
Also, based on the sole discretion of the Committee, the number of performance
units granted to each participant under the Plan was fixed. In determining the
number of units granted for the 1995 Performance Year, the Committee
considered each participant's level of responsibility, individual performance
and contributions to the long-term success of the Corporation without
assigning uniform relative weights to them. The number of units awarded
multiplied by the unit value results in a dollar amount that is converted into
book-entry shares issued at an annual average price of the Common Stock.
Under the terms of the Partnership Equity Plan, unit awards are converted at
the end of the performance year to book-entry shares and deferred for five
years. While deferred, shares are credited with the greater of the equivalent
of the quarterly net income or dividend per share of Common Stock; the
dividend equivalent portion is paid currently in cash and the balance is
deferred into additional Partnership Equity Plan shares. At the end of the
deferral period, all shares are distributed in Common Stock.
Employee Stock Options are generally granted at consistent share levels from
year to year without reference to present holdings of unexercised options or
appreciation thereon. Individual share grant levels are reviewed annually and
are periodically adjusted to reflect a number of factors, including the
individual's current responsibilities and contributions to the long term
success of the Corporation.
For compensation planning purposes, stock options are valued at one third of
the option exercise price. On June 20, 1995, stock options were granted at an
exercise price of $62.1875. In determining total compensation, the Committee
values these options at $20.7292, which represents one third of the exercise
price.
Annual Bonus. As discussed above, the Committee uses a total compensation
approach in determining appropriate pay levels for each executive officer. At
the end of each performance year, the annual bonus award is determined with
reference to the factors outlined above and by taking into consideration the
value of all other components of the executive's compensation package. Annual
bonuses may be paid in cash, stock, or a combination of cash and stock, as
determined by the Committee. In the past, annual cash bonuses have represented
20% to 30% of executive officer total compensation. Bonuses are funded from a
pool determined by a formula based on annual corporate net income under the
Incentive Bonus Plan for Corporate Officers. The Committee fixes specific
bonus awards based on its evaluation of an individual's annual performance and
contributions to the Corporation. For the 1995 Performance Year, most
Executive Officers received restricted stock in lieu of all or a portion of
cash bonuses. Because restricted stock was granted in lieu of cash bonuses,
the Committee did not consider the amount or terms of the restricted stock
already held by the Executive Officers who received restricted stock.
For the Performance Year 1995, the determinations for bonus awards were made
using an expanded evaluation process which included an assessment of the
employee's long term performance and commitment to the Corporation. This plan,
called "The Equity Participation Plan", provides for a
11
<PAGE>
portion of bonus awards to be granted as three-year deferred equity. While
deferred, equity awarded earns the quarterly cash equivalent of net income per
share on the Corporation's Common Stock (with a minimum payout equal to the
dividend) and vests one-third per year.
Retirement/Separation Agreements--The Corporation has entered into a
separation agreement with Mr. Shanks which is described on page 16. The
Corporation anticipates it will enter into a retirement agreement with Mr.
Sanford and a separation agreement with Mr. Yates in the second quarter of
1996.
1995 CHIEF EXECUTIVE OFFICER COMPENSATION ACTIONS
Mr. Sanford, who has served as Chairman and Chief Executive Officer since
July 1987, relinquished his position as CEO on December 31, 1995 and will
retire as Chairman on April 16, 1996. During his tenure, Mr. Sanford made
critical contributions to the growth and success of the Corporation as well as
created significant shareholder value. Under Mr. Sanford's leadership, Bankers
Trust evolved from a traditional commercial bank to a global leader in
wholesale financial services.
Corporate performance for 1995 was below results of most of the Peer Group
and less than the Corporation's performance for the prior year. As a result,
Mr. Sanford's total compensation was reduced by approximately 20% to
approximately $4 million. This amount is expected to place him at or below the
25% percentile in total compensation for CEOs in the Peer Group for 1995.
Included in Mr. Sanford's total compensation is an annual base salary of
$750,000, which has been unchanged since 1992.
Mr. Sanford's Partnership Equity Plan Award for 1995 is $140,000. As noted
above, the formula for the value of awards under this plan is based on
corporate net income and performance goals that were established by the
Committee at the beginning of the 1995 Performance Year. This compares to his
1994 Award of $591,400 and his 1993 Award of $4,795,000.
The value of Mr. Sanford's 60,000-share Employee Stock Option award is
$1,243,750 (one third of the exercise price multiplied by the number of option
shares awarded). Mr. Sanford was granted an equal number of employee stock
options in 1994 and 1993.
On the basis of the $4 million total compensation amount that had been
determined by the Committee, and after taking into consideration the above
components awarded earlier in the year, the Committee decided to award Mr.
Sanford a 1995 bonus, awarded as 28,500 shares of Common Stock valued at
$1,852,500 and no cash. Since restricted stock was granted in lieu of cash
bonuses, the Committee did not consider the amount or terms of the restricted
stock already held by Mr. Sanford.
The value of all compensation outlined above paid to Mr. Sanford for 1995
was $3,986,250 of which 81% was paid in the form of equity of the Corporation.
This amount represents a decrease of over 20% compared to that awarded to him
in 1994 and 60% less than that awarded to him for 1993. Not included are his
retirement plan benefits or earnings and appreciation on past Partnership
Equity Plan Shares.
12
<PAGE>
CONCLUSION
Through the program described above, a very significant portion of executive
officer compensation is linked directly to individual and corporate
performance and stock price appreciation. As the Corporation moves forward to
create stockholder value for future years, the Committee will continue to
monitor and evaluate its strategy for executive officer compensation.
The Committee believes that it has the responsibility to ensure that the pay
practices of the Corporation are internally effective in support of the
Corporation's current and long term goals and objectives and are competitive
in the marketplace to attract, retain and motivate the talent needed to
achieve future success by the Corporation.
The Human Resources Committee
William R. Howell, Chairman
Jon M. Huntsman
Vernon E. Jordan, Jr.*
Hamish Maxwell
Patricia C. Stewart
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Human Resources Committee (the "HR Committee") consists of the following
persons: William R. Howell, Jon M. Huntsman, Vernon E. Jordan, Jr., Hamish
Maxwell and Patricia C. Stewart, all of whom are non-officer directors and
none of whom are employees or former or current officers of the Corporation or
its subsidiaries. Mr. Howell, who serves as the Chairman of the HR Committee,
is the Chairman of the Board of J.C. Penney Company, Inc. Mr. Sanford,
Chairman of the Corporation, is a director of J.C. Penney Company, Inc. but
does not serve on its Compensation Committee.
Three of the directors who are members of the HR Committee and their
associates, including affiliates and related interests, are customers of the
Corporation and/or subsidiaries of the Corporation and some of these directors
and their associates, including affiliates and related interests, are
directors or officers of, or investors in, corporations or members of
partnerships or have an interest in other entities which are customers of the
Corporation and/or such subsidiaries. As such customers, they have had
transactions in the ordinary course of business with the Corporation and/or
such subsidiaries, including borrowings, all of which were on substantially
the same terms, including interest rates and collateral, as those prevailing
at the time for comparable transactions with other persons and did not involve
more than normal risk of collectibility.
During 1995, the law firm of Akin, Gump, Strauss, Hauer & Feld, LLP, of
which Vernon E. Jordan, Jr. is a senior partner, performed legal services for
a subsidiary of the Corporation, for which that firm was paid its usual and
customary fees, and is expected to perform services for a subsidiary in 1996.
Hamish Maxwell is also a director of a small business investment company
subsidiary of the Corporation and, in accordance with policy, non-officer
directors of that subsidiary are permitted to purchase participations in loans
and investments of that subsidiary. During 1995, Mr. Maxwell purchased
participation interests totaling $58,332 in transactions in which the
subsidiary's aggregate investments were approximately $67 million.
- --------
* Pursuant to regulations recently enacted under Section 162(m) of the
Internal Revenue Code, Mr. Jordan has elected to resign as a member of the
Human Resources Committee, effective April 16, 1996.
13
<PAGE>
I. SUMMARY COMPENSATION TABLE ($000 OMITTED)
<TABLE>
<CAPTION>
Long Term
Annual Compensation Compensation
---------------------------------------------- ---------------------
Bonus Awards
---------------------------------- ---------------------
Restricted All Other
Cash Stock Stock Underlying Compensation
Executive(a) Year Salary (b) (c) Total Awards (d) Options (e)
------------ ---- ------ -------- + -------- = -------- ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Charles S. Sanford, 1995 $750.0 $ 2.5 $ 96.0 $ 98.5 1,840.0 60,000 $ 248.8
Jr. ................... 1994 750.0 7.1 591.4 598.5 2,113.1 60,000 492.8
Chairman & Chief 1993 750.0 3,021.2 5,094.5 8,115.7 0.0 60,000 301.4
Executive Officer
Frank N. Newman......... 1995 138.9 500.0 665.0 1,165.0 0.0 100,000 222.2
President & Chief
Executive Officer
Joseph A. Manganello, 1995 300.0 352.5 184.3 536.8 129.1 25,000 103.1
Jr. ................... 1994 300.0 532.1 211.2 743.3 181.1 25,000 199.9
Executive Vice 1993 300.0 521.2 1,819.4 2,340.6 0.0 25,000 136.5
President & Chief
Credit Officer
Eugene B. Shanks, Jr.... 1995 500.0 2.5 82.3 84.8 1,646.3 50,000 2,683.3
former President 1994 500.0 7.1 506.9 514.0 1,871.6 50,000 379.5
1993 500.0 2,521.2 4,366.7 6,887.9 0.0 50,000 214.0
George J. Vojta......... 1995 500.0 2.5 68.6 71.1 794.1 40,000 143.5
Vice Chairman 1994 500.0 7.1 338.0 345.1 947.9 40,000 318.4
1993 500.0 1,121.2 2,911.1 4,032.3 0.0 40,000 214.0
Timothy T. Yates........ 1995 300.0 2.5 68.6 71.1 748.9 40,000 109.1
Executive Vice 1994 262.5 7.1 338.0 345.1 742.6 40,000 215.2
President & Chief 1993 250.0 921.2 2,183.3 3,104.5 0.0 30,000 126.5
Financial Officer
Melvin A. Yellin........ 1995 225.0 352.5 177.4 529.9 193.7 20,000 79.4
Executive Vice 1994 225.0 757.1 169.0 926.1 0.0 20,000 147.8
President & General 1993 225.0 795.3 1,455.6 2,250.9 0.0 15,000 95.9
Counsel
</TABLE>
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(a) Mr. Sanford relinquished his position as CEO and announced his intention
to retire as Chairman, effective December 31, 1995 and April 16, 1996,
respectively. Mr. Newman was employed and elected Senior Vice Chairman and
director on September 21, 1995, and elected CEO and Chairman, effective
January 1, 1996 and April 16, 1996, respectively. Mr. Yellin, who was
Senior Vice President and Deputy General Counsel, was elected Executive
Vice President and General Counsel, effective January 1, 1996. Mr. Shanks
resigned as President, effective October 19, 1995. Mr. Yates resigned as
CFO, effective February 5, 1996.
(b) Includes annual bonus and profit-driven benefit payable in cash from the
PartnerShare Plan, the Corporation's qualified defined contribution plan.
For Mr. Newman, the amount shown represents a signing bonus.
(c) Includes the value of book-entry shares awarded by formula based on
corporate earnings under the Partnership Equity Plan. Under the plan,
shares vest at the end of the performance year and are deferred for five
additional years. While deferred, shares are credited with the greater of
the equivalent of the quarterly net income or dividend per share of the
Common Stock; the dividend equivalent portion is paid currently in cash
and the balance is deferred into additional shares. Dividend equivalents
are paid at the same rates as are paid on the Common Stock and are not
included in the above totals. No dividend equivalents were paid in 1995 on
the 1995 Awards. For Mr. Newman, this column represents 10,000 vested and
deferred shares. These shares are deferred for five years and earn an
amount similar to those deferred shares under the Partnership Equity Plan.
For Messrs. Manganello and Yellin, this column also includes the value of
book-entry shares awarded under the Equity Participation Plan as part of
the annual bonus. Under this Plan, shares are deferred until December 19,
1998 and vest 1/3 per year. While deferred, shares yield the quarterly
cash equivalent of net income per share on the Common Stock (with a
minimum payout equal to the dividend).
(d) The number and value of restricted stock holdings at the end of 1995 are:
Sanford--35,000 shares, value-$2,327,500; Manganello--3,000 shares, value-
$199,500, Shanks--31,000 shares, value-$2,061,500; Vojta--15,700 shares,
value-$1,044,050; Yates--12,300, value-$817,950. Messrs. Newman and Yellin
did not hold any restricted shares at the end of 1995. For these purposes,
the stated values of restricted stock holdings are the current market
values at December 31, 1995 without giving effect to the diminution of
values attributable to the restrictions on such stock. Dividends are paid
quarterly on the above restricted stock. All restrictions and forfeiture
provisions on the 1995 award and his prior year's award were waived,
effective January 29, 1996, for Mr. Shanks.
(e) Includes earnings per share less cash dividends ("net E.P.S. credits")
earned on 1992, 1993 and 1994 Partnership Equity Plan Awards and non-
elective company contributions to defined contribution plans. For 1995,
net E.P.S. credits earned on Partnership Equity Plan Awards and non-
elective contributions to defined contribution plans, respectively, for
each of the named Executive Officers are as follows: Sanford--$89,800 and
$159,000; Newman--$0 and $100,000; Manganello--$34,100 and $69,000;
Shanks--$74,300 and $109,000; Vojta--$54,500 and $89,000; Yates--$40,100
and $69,000; and Yellin--$25,400 and $54,000. Net E.P.S. credits on 1995
Partnership Equity Plan Awards begin in 1996. Does not include life
insurance premiums paid under a plan that is available generally to all
employees and the annual premium for which is under $25,000 for any one of
the named Executive Officers. The amount shown for Mr. Newman represents
reimbursement for relocation expenses. Included in Mr. Shanks' amount is a
separation package which includes a $1.5 million additional credit to his
Additional Capital Accumulation Plan ("ADCAP") account, and a $1,000,000
separation allowance, payable one-half over a twelve month period and one-
half as a lump-sum.
14
<PAGE>
II. OPTIONS/SAR GRANTS TABLE
OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
% of
Total
Options Potential Realizable Value at
Granted Assumed Annual Rates of Stock
to Price Appreciation for Option
Employees Term(/4/)
Options in Fiscal Exercise Expiration ---------------------------------
Name Granted(/1/) Year Price(/2/) Date(/3/) 0% 5% 10%
---- ------------ --------- ---------- ---------- --- -------------- --------------
<S> <C> <C> <C> <C> <C> <C> <C>
C. Sanford.............. 60,000 2.27% $62.1875 6/21/05 0 $ 2,346,750 $ 5,946,750
F. Newman............... 100,000 3.78 69.0625 9/21/05 0 4,343,300 11,006,780
J. Manganello........... 25,000 0.94 62.1875 6/21/05 0 977,813 2,477,813
E. Shanks............... 50,000 1.89 62.1875 6/21/05 0 1,955,625 4,955,625
G. Vojta................ 40,000 1.51 62.1875 6/21/05 0 1,564,500 3,964,500
T. Yates................ 40,000 1.51 62.1875 6/21/05 0 1,564,500 3,964,500
M. Yellin............... 20,000 0.76 62.1875 6/21/05 0 782,250 1,982,250
ALL COMMON
STOCKHOLDERS(/5/)...... N/A N/A N/A N/A 0 3,092,864,665 7,837,431,745
</TABLE>
- --------
(1) Stock options granted on 6/20/95 by the Corporation to the Chief
Executive Officer and each of the other named Executive Officers other
than Mr. Newman, who was granted options on 9/21/95. All option grants
other than those for Mr. Newman become exercisable one year after grant.
One half of Mr. Newman's options become exercisable one year after grant;
the other half become exercisable two years after grant. No SARs were
granted during 1995.
(2) The exercise price was equal to the fair market value of the Common Stock
on the date of grant. The exercise price may be paid in cash, or by
delivery of already-owned shares subject to certain conditions. Tax
withholding obligations relating to the exercise may be paid in cash or
by offset of the underlying shares, subject to certain conditions.
(3) Nonqualified Stock Options have a term of ten years and one day.
Incentive Stock Options have a term of ten years. Both are subject to
earlier termination in certain events related to termination of
employment.
(4) Total dollar gains based on indicated rates of appreciation over a ten
year term. Assumed future prices for each of the above named Executive
Officers other than Mr. Newman, for the indicated rates of appreciation
of 0%, 5% and 10%, are $62.1875, $101.30 and $161.30, respectively. The
assumed future prices for Mr. Newman's options using the same indicated
rates of appreciation are $69.0625, $112.50 and $179.13, respectively.
(5) Hypothetical dollar gains on shares of the Common Stock outstanding (less
shares held in Treasury) at 12/31/95 for comparison purposes with assumed
appreciation in shares subject to options granted on 6/20/95.
III. OPTION EXERCISES AND YEAR END VALUE TABLE
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at Fiscal Year In-the-Money Options
End at Fiscal Year End(/2/)
Shares Value ------------------------- -------------------------
Name Acquired Realized(/1/) Exercisable Unexercisable Exercisable Unexercisable
---- -------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
C. Sanford.............. 4,155 $ 65,454 250,000 60,000 $1,502,500 $258,750
F. Newman............... 0 $ 0 0 100,000 $ 0 $ 0
J. Manganello........... 0 $ 0 153,000 25,000 $ 788,375 $107,813
E. Shanks............... 2,094 $ 37,169 277,554 50,000 $2,834,821 $215,625
G. Vojta................ 0 $ 0 217,939 40,000 $1,835,402 $172,500
T. Yates................ 51,000 $441,625 70,000 40,000 $ 0 $172,500
M. Yellin............... 3,000 $ 51,563 76,192 20,000 $ 595,383 $ 86,250
</TABLE>
- --------
(1) Market value of underlying securities at exercise minus option price.
(2) Market value of underlying securities at year end minus option price. The
value of unexercised in-the-money stock options at December 31, 1995,
shown above are presented pursuant to SEC rules. The actual amount, if
any, realized upon exercise of stock options will depend upon the market
value of the Common Stock relative to the exercise price per share of
Common Stock of the stock option at the time the stock option is
exercised. There is no assurance that the values of unexercised in-the-
market stock options reflected in the table will be realized.
15
<PAGE>
EMPLOYMENT AGREEMENT FOR FRANK N. NEWMAN
The Corporation, on September 21, 1995, entered into an employment agreement
with Frank N. Newman. Under the employment agreement, Mr. Newman received as a
signing bonus $500,000 and 100,000 stock options, which options vest in two
equal installments on the first and second anniversary of the grant and have
an exercise price equal to the market value of the Corporation's Common Stock
on the grant date. Mr. Newman also received on December 29, 1995, pursuant to
the employment agreement, 10,000 shares of stock under the Partnership Equity
Plan and a $100,000 credit to his Additional Capital Accumulation Plan
("ADCAP") under the Corporation's Supplemental Retirement Plan. For 1996 and
1997, Mr. Newman will receive a minimum annual salary of $500,000 in each
year, a minimum annual bonus of $2,000,000 and $2,500,000, respectively, as
well as 50,000 stock options and 60,000 Partnership Equity Plan units in each
year. Mr. Newman will be entitled to the compensation provided by the
employment agreement unless he is terminated prior to December 31, 1997, for
"gross misconduct," and all of the compensation payable to him under the
employment agreement will be paid and all unvested compensation will vest upon
occurrence of a "Change of Control of the Corporation" (as defined on page 8).
In connection with his employment, the Corporation provided relocation
assistance to Mr. Newman and provided him with a car and driver.
SEPARATION AGREEMENTS
Mr. Shanks resigned his positions as President and a director of the
Corporation, effective October 19, 1995. Mr. Shanks, however, will remain an
employee of the Corporation until October 31, 1996, and will continue to
receive related benefits until that time. In a separation agreement between
Mr. Shanks and the Corporation, the Corporation agreed to continue his
employment until October 31, 1996, make a $500,000 lump-sum payment and a
bonus payment to Mr. Shanks for the 1995 Performance Year, contribute an
additional $1,500,000 to his ADCAP account, contribute 10% of his 1995 bonus
to his ADCAP account, pay $256,600 as the actuarial value of his accrued
benefits under the Supplemental Retirement Plan, and make a payment of $15,000
in lieu of contributions to Mr. Shanks' PartnerShare account under the
Corporation's Qualified Employee Benefits Plan. Under the separation
agreement, Mr. Shanks' outstanding stock options will remain exercisable for
the original terms for which they have been granted, Mr. Shanks' restricted
stock became vested on January 29, 1996, and shares awarded to Mr. Shanks
under the Partnership Equity Plan will continue to be deferred until the fifth
anniversary of the end of the performance year for which they were granted. In
return, Mr. Shanks has agreed to keep certain proprietary information
confidential, refrain from certain activities that could be detrimental to the
Corporation, cooperate in investigations and, for a one-year period ending
January 24, 1997, not solicit, directly or indirectly, any employees of the
Corporation to work for him or a competitor of the Corporation.
The Corporation anticipates that it will enter into a retirement agreement
with Mr. Sanford and a separation agreement with Mr. Yates during the second
quarter of 1996.
16
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN TO SHAREHOLDER*
[GRAPH APPEARS HERE]
VALUE OF $100 INVESTMENT
------------------------
Bankers Trust S&P 500 Peer Group
------------- ------- ----------
December 31,
1990 100 100 100
1991 155 130 168
1992 174 140 210
1993 209 155 267
1994 154 157 250
1995 198 215 388
- --------
*See Notes and Sources below
- --------
Notes:
. Total return to shareholders is stock price appreciation of a hypothetical
$100 investment on December 31, 1990, with all dividends reinvested.
. Peer Group companies annually weighted based on 1991 through 1995 market
capitalization at the beginning of each year.
. Bankers Trust and Peer Group returns calculated based on dividend
reinvestment on payment dates.
. S&P 500 information obtained from S&P CompuStat Services, Inc.
. All data as of 12/31/95.
. Companies in Peer Group are:
The Bear Stearns Companies Inc.
The Chase Manhattan Corporation
Chemical Banking Corporation
Citicorp
Merrill Lynch & Co. Inc.
J.P. Morgan & Co. Incorporated
Morgan Stanley Group Inc.
Paine Webber Group, Inc.
Salomon Inc
Sources:
Bloomberg Data Service
The Value Line Investment Survey
CompuServe Data Service
Dow Jones Data Service
Standard & Poor's Stock Guide
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LONG TERM INCENTIVE PLANS AND REPRICED OPTIONS
Since the Corporation does not have a Long Term Incentive Plan, as defined
by the Securities and Exchange Commission, and has not repriced any ten year
options or stock appreciation rights, these two tables have not been included.
PENSION PLAN
The following table shows the estimated annual pension benefits payable at
normal retirement age to a covered participant, who has attained the earnings
and years of service classifications indicated, under the Corporation's tax-
qualified defined benefit pension plan ("Pension Plan") and non-qualified
supplemental pension plan ("Supplemental Retirement Plan"), based upon
compensation that is covered under the plans ("Covered Compensation") and
years of service with the Corporation and certain of its subsidiaries credited
under the plans ("Credited Service"):
<TABLE>
<CAPTION>
Years of Credited Service
----------------------------------------------
Average Final Salary 15 20 25 30 35 or more
-------------------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
$125,000.................... $ 39,750 $ 48,500 $ 57,250 $ 66,000 $ 74,750
$250,000.................... $ 58,500 $ 69,000 $ 79,500 $ 90,000 $100,500
$375,000.................... $ 72,000 $ 82,500 $ 93,000 $103,500 $114,000
$500,000.................... $ 85,500 $ 96,000 $106,500 $117,000 $127,500
$625,000.................... $ 99,000 $109,500 $120,000 $130,500 $141,000
$775,000.................... $115,200 $125,700 $136,200 $146,700 $157,200
$900,000.................... $128,700 $139,200 $149,700 $160,200 $170,700
</TABLE>
Benefits under the Supplemental Retirement Plan are provided for Messrs.
Sanford, Shanks and Vojta, all of whom are currently employed by the
Corporation. Benefits shown above are computed as a single-life annuity and
are not subject to deduction for Social Security or other offset amounts. A
participant's Covered Compensation is his or her average final salary.
"Average Final Salary" under the Pension Plan is the average annual salary, as
reported in the Summary Compensation Table, during the 60 consecutive calendar
months in the last 120 calendar months of a participant's Credited Service
yielding the highest average annual salary (subject to certain limitations on
salary under the Internal Revenue Code with respect to tax-qualified plans).
Average Final Salary is determined under the Supplemental Retirement Plan in
the same manner as under the Pension Plan, except that the lesser of a
participant's annual salary or annual cash bonus (as reported in the Summary
Compensation Table) is used to calculate such average and a participant's
salary is not subject to the limitations under the Internal Revenue Code.
Covered Compensation does not include any other compensation included in the
Summary Compensation Table. Credited Service under the Pension Plan is the
number of years and months worked for the Corporation and certain of its
subsidiaries after attaining age 21 and completing one year of service and is
limited to 35 years. Credited Service under the Supplemental Retirement Plan
only includes service from January 1, 1990.
As of December 31, 1995, the years of Credited Service for Messrs.
Manganello, Sanford, Shanks, Vojta, Yates and Yellin under the Pension Plan,
in which each is fully vested (in completed years), was 33, 33, 19, 10, 23 and
19, respectively. Messrs. Sanford, Shanks and Vojta had six years of Credited
Service under, and are fully vested in, the Supplemental Retirement Plan.
Covered Compensation for Messrs. Manganello, Sanford, Shanks, Vojta, Yates and
Yellin as of the end of 1995 was $300,000, $750,000, $500,000, $500,000,
$300,000 and $225,000, respectively, except that, with respect to the Pension
Plan, compensation was limited under the Internal Revenue Code to $150,000. In
connection with his separation agreement, Mr. Shanks received a payment of
$256,000 representing the actuarial value of his accrued benefits under the
Supplemental Retirement Plan. Mr. Newman will become eligible for pension
benefits following one year of service with the Corporation.
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PART II. RATIFICATION OF APPOINTMENT OF THE INDEPENDENT AUDITOR
The Board of Directors, upon the recommendation of its Audit Committee,
comprised solely of non-officer directors, which reviewed the professional
competence of the firm and its audit program, has appointed Ernst & Young,
certified public accountants, as the independent auditor for 1996, subject to
stockholder approval. Since 1987, this firm or its predecessor, Arthur Young &
Company, has served as the independent auditor for the Corporation and its
principal subsidiary, Bankers Trust Company.
Representatives of Ernst & Young will be present at the Annual Meeting. They
will have the opportunity to make a statement if they desire to do so and will
be available to respond to appropriate questions.
Ratification of the appointment of Ernst & Young as the independent auditor
would require an affirmative vote of a majority of the votes cast by the
holders of the Common Stock at the Annual Meeting.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT THE STOCKHOLDERS RATIFY
THE APPOINTMENT OF ERNST & YOUNG AS THE INDEPENDENT AUDITOR FOR 1996. THIS IS
IDENTIFIED AS ITEM 2 ON THE ENCLOSED PROXY CARD.
PART III. STOCKHOLDER RESOLUTIONS
The Corporation has been informed by certain stockholders that they plan to
submit resolutions at the Annual Meeting. The Board of Directors and
Management believe that adoption of these resolutions is not in the best
interests of the Corporation and recommend a vote AGAINST each of them. An
affirmative vote of a majority of the votes cast by holders of the Common
Stock at the Annual Meeting would be required for the adoption of these
resolutions, which are set forth below:
STOCKHOLDER PROPOSAL RELATING TO POLITICAL PRACTICES
The Corporation has been informed by Mrs. Evelyn Y. Davis, Watergate Office
Building, 2600 Virginia Avenue N.W., Suite 215, Washington, DC 20037, the
owner of 100 shares, that she intends to introduce the following resolution:
RESOLVED: That the stockholders of Bankers Trust New York Corporation
assembled in Annual Meeting in person and by proxy, hereby recommend that
the Corporation affirm its political nonpartisanship. To this end the
following practices are to be avoided:
(a) The handing of contribution cards of a single political party to an
employee by a supervisor.
(b) Requesting an employee to send a political contribution to an
individual in the Corporation for a subsequent delivery as part of
a group of contributions to a political party or fund raising
committee.
(c) Requesting an employee to issue personal checks blank as to payee
for subsequent forwarding to a political party, committee or
candidate.
(d) Using supervisory meetings to announce that contribution cards of
one party are available and that anyone desiring cards of a
different party will be supplied one on request to his supervisor.
(e) Placing a preponderance of contribution cards of one party at mail
station locations.
REASONS: The Corporation must deal with a great number of governmental
units, commissions and agencies. It should maintain scrupulous political
neutrality to avoid embarrassing entanglements detrimental to its business.
Above all, it must avoid the appearance of coercion in
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encouraging its employees to make political contributions against their
personal inclinations. The Troy (Ohio) News has condemned partisan
solicitation for political purposes by managers in a local company (not
Bankers Trust).
Last year, the owners of 1.9 million shares, representing approximately
3.1% of shares voting, voted FOR this proposal.
If you AGREE, please mark your proxy FOR this resolution.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT THE STOCKHOLDERS VOTE
AGAINST THIS PROPOSAL, WHICH IS IDENTIFIED AS ITEM 3 ON THE ENCLOSED PROXY
CARD, FOR THE FOLLOWING REASONS:
POSITION OF THE BOARD OF DIRECTORS AND MANAGEMENT
The Corporation operates a political action committee, supported by the
voluntary contributions of its senior officers, through which donations are
made on a non-partisan basis to a political party, candidates or industry
trade association political action committees that best represent the
Corporation's business views. The Bankers Trust Political Action Committee
(the "P.A.C."), administered by five officers representing a cross-section of
the firm, was established in 1978 under federal law and is registered with the
Federal Election Commission. Participation in the P.A.C. is strictly
voluntary; solicitation of contributions is made by the Committee through
direct mailings to senior officers who, should they wish to contribute to the
P.A.C., may enroll either by authorizing payroll deductions or making a check
payable to the Bankers Trust P.A.C. Except with respect to periodic reports
filed with the Federal Election Commission and the New York State Board of
Elections, contributions to the P.A.C. are strictly confidential. It is the
position of the Board of Directors and Management that, since the Corporation
does not engage in any of the activities contained in proponent's proposal,
proponent's proposal is superfluous and does not warrant consideration by the
stockholders. Accordingly, the Board of Directors and Management recommend a
vote AGAINST this proposal.
STOCKHOLDER PROPOSAL RELATING TO CUMULATIVE VOTING
Mr. John J. Gilbert and Mrs. Margaret R. Gilbert, of 29 East 64th Street,
New York, NY 10021-7043, who own 108 shares and 200 shares, respectively, have
stated their intention to submit the following resolution:
RESOLVED: That the stockholders of Bankers Trust New York Corporation,
assembled in annual meeting in person and by proxy, hereby request the
Board of Directors to take the steps necessary to provide for cumulative
voting in the election of directors, which means each stockholder shall be
entitled to as many votes as shall equal the number of shares he or she
owns multiplied by the number of directors to be elected, and he or she may
cast all of such votes for a single candidate, or any two or more of them
as he or she may see fit.
REASONS: Continued strong support along the lines we suggest were shown at
the last annual meeting when 12,253,423 shares, approximately 19.1%, were
cast in favor of this proposal.
A law enacted in California provides that all state pension holding, as
well as state college funds, invested in shares must be voted in favor of
cumulative voting proposals, showing increasing recognition of the
importance of this democratic means of electing directors.
The National Bank Act provides for cumulative voting. Unfortunately, in
many cases companies get around it by forming holding companies without
cumulative voting. Banking authorities have the right to question the
capability of directors to be on banking boards. Unfortunately, in many
cases authorities come in after and say the director or directors were not
qualified. We were
20
<PAGE>
delighted to see that the SEC has finally taken action to prevent bad
directors from being on the boards of public companies.
We think cumulative voting is the answer to find new directors for various
committees. Additionally, some recommendations have been made to carry out
the CERES 10 points. The 11th should be, in our opinion, having cumulative
voting and ending the stagger system of electing directors.
When Alaska became a state it took away cumulative voting over our
objections. The Valdez oil spill might have been prevented if environmental
directors were elected through cumulative voting. Also, the huge derivative
losses might have been prevented with cumulative voting.
Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another
example is IngersollRand, which has cumulative voting and won two awards.
In FORTUNE magazine it was ranked second in its industry as "America's Most
Admired Corporations" and the WALL STREET TRANSCRIPT noted "on almost any
criteria used to evaluate management, IngersollRand excels." Also, in 1994
and 1995 they raised their dividend.
In the recent Lockheed-Martin merger and at a special meeting of VWR
Corporation on the issuance of new shares of EM Laboratories, a clause was
put in that if any one has 40% of the shares cumulative voting would apply.
We believe that Bankers Trust should follow these examples.
If you agree, please mark your proxy FOR; if you disagree mark AGAINST.
NOTE: PROXY OR PROXIES NOT MARKED WILL NOT BE VOTED FOR THIS RESOLUTION.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT THE STOCKHOLDERS VOTE
AGAINST THIS PROPOSAL, WHICH IS IDENTIFIED AS ITEM 4 ON THE ENCLOSED PROXY
CARD, FOR THE FOLLOWING REASONS:
POSITION OF THE BOARD OF DIRECTORS AND MANAGEMENT
Cumulative voting proposals for the election of directors have been rejected
in the past by the Corporation's stockholders. The Board of Directors and
Management continue to oppose this proposal because of the potential abuse and
the history of the use of cumulative voting by those with special interests
not common to stockholders generally. The size and diversity of the
Corporation require a cohesive group of directors able to work together
effectively for the benefit of all stockholders. Cumulative voting could
result in the election of directors who are partisans of a particular group
with special interests possibly inimical to the best interests of the
Corporation and its stockholders. Accordingly, the Board of Directors and
Management recommend a vote AGAINST this proposal.
STOCKHOLDER PROPOSAL ON REGULATION AND SUPERVISION OF FINANCIAL INSTITUTIONS
AND MARKETS IN DEVELOPING COUNTRIES
Two stockholders, The Sisters of Charity of Saint Vincent de Paul of New
York, Mount St. Vincent-on-Hudson, 6301 Riverdale Avenue, Bronx, NY 10471,
owners of 100 shares, and The Missionary Oblates of Mary Immaculate, the
"Society of Oblate Fathers for Missions among the Poor", 8818 Cameron Street,
Silver Spring, MD 20910-4113, owners of 1,000 shares, have stated their
intention to submit the following resolution:
WHEREAS in 1994, the World Bank estimated total external debt of the
developing world was $1.9 trillion, 7 percent greater than in 1993. At the
end of 1992, commercial banks held 26.3 percent of total outstanding long
term debt to all developing countries, a 9 percent drop from only three
years earlier. By the end of 1994, approximately $190 billion or 85 percent
of all International debt owed to commercial banks had been restructured
due to the inability of these countries to repay the loans.
WHEREAS U.S. financial institutions play a crucial role by providing policy
advice and by gathering resources for International loans to businesses.
21
<PAGE>
WHEREAS the growth and integration of global capital markets have created
both opportunities and new risks for financial institutions. However, the
developments in the Mexican economy, particularly the devaluation of the
peso, during the past year and the repercussions of that crisis have led
many Investors to question the stability of the financial system there and
in other emerging markets.
WHEREAS we believe development and publication of concrete and appropriate
safeguards, standards, transparency and systems are necessary to reduce
potential risks such as those which occurred in Mexico.
WHEREAS the G-7 Finance Ministers and Central Bank Governors have called
for the development and "further enhancement of concrete international
understandings, where necessary and appropriate, on the safeguards,
standards, transparency, and systems necessary to reduce potential risks."
(The Halifax Summit Review of the International Financial Institutions,
Background Document, 6/16/95)
WHEREAS the G-7 Economic Summit in Halifax in June 1995 stated that "closer
international cooperation in the regulation and supervision of financial
institutions and markets is essential to safeguard the financial system and
prevent an erosion of prudential standards. We urge:
--a deepening of cooperation among regulators and supervisory agencies
to ensure an effective and integrated approach, on a global basis, to
developing and enhancing the safeguards, standards, transparency and
systems necessary to monitor and contain risks;
--continued encouragement to countries to remove capital market
restrictions, coupled with strengthened policy advice from
international financial institutions on the appropriate supervisory
structures;
--finance ministers to commission studies and analysis from the
international organizations responsible for banking and securities
regulations and to report on the adequacy of current arrangements,
together with proposals for improvement where necessary, at the next
Summit." (G-7 Economic Communique Text, Halifax, June 1995)
RESOLVED: the shareholders request the Board of Directors to endorse and
work to implement the efforts of the G-7 Ministers to safeguard the
financial system and prevent an erosion of prudential standards by
encouraging greater international cooperation in the regulation and
supervision of financial institutions and markets.
Statement of Support
Prudential standards are essential to protect the bank, its shareholders,
the financial community, and the people of developing countries, to assess
the potential risk of failed ventures to the global financial system and to
safeguard the poor from bearing a disproportionate share of the burden from
failed enterprises.
THE BOARD OF DIRECTORS AND MANAGEMENT RECOMMEND THAT THE STOCKHOLDERS VOTE
AGAINST THIS PROPOSAL, WHICH IS IDENTIFIED AS ITEM 5 ON THE ENCLOSED PROXY
CARD, FOR THE FOLLOWING REASONS:
POSITION OF THE BOARD OF DIRECTORS AND MANAGEMENT
Developments in international financial markets over the past year and a
half, including the storm weathered by emerging markets in 1995 and the
significant banking problems in Japan, have resulted in significant lessons
for governments, regulators and the financial community.
Central banks, financial institutions and regulatory bodies around the world
are working already to improve information flows and developing adequate risk
management systems. Countries that want to
22
<PAGE>
attract international investment and avoid volatile and costly portfolio
shifts are moving to address the principles of full disclosure, fair markets,
surveillance and enforcement, and setting standards for training and
development of banking personnel. Central banks and regulatory bodies have
stepped up their attention to international financial issues and emerging
markets, in particular.
Most developing countries still have too little indigenous risk capital and
so must look abroad. Investors, however, evaluate countries on the basis of
risk adjusted investment returns and providing an economic, political and
regulatory backdrop that holds out reasonable prospects for such returns has
become a principal task of most economies.
Emerging economies are not alone in restructuring their political and
economic policies. Major restructuring in Europe, Japan and even in the US is
underway. Indeed, financial markets have been quick to reward any progress
toward market-driven solutions and practices. The most efficient allocation of
international financial flows, therefore, will be determined on the basis of
economic performance of countries, industries and companies.
Accordingly, the Board of Directors and Management recommend a vote AGAINST
this proposal.
PART IV. OTHER MATTERS
Management does not know of any other matters that may be presented. If
other matters should properly come before the Annual Meeting, or adjournments
thereof, it is the intention of the persons named in the enclosed proxy to
vote the stock represented by them in accordance with their best judgment
pursuant to the discretionary authority included in the proxy.
The cost of soliciting proxies will be paid by the Corporation. In addition
to solicitation by mail, proxies may be solicited personally or by telephone,
telegram or telecopier by regular employees of the Corporation and its
subsidiaries. Brokerage houses and other custodians, nominees and fiduciaries
will be requested to forward soliciting material to their principals and the
Corporation will reimburse them for the expense of doing so. Kissel-Blake
Inc., New York, New York, has been retained to aid in the solicitation of
proxies for a fee of $17,500 plus out-of-pocket expenses.
Any stockholder executing the enclosed form of proxy may revoke it at any
time before it is exercised. A proxy may be revoked by delivering to the
Corporation a written revocation or a duly executed proxy bearing a later date
or by attending the Annual Meeting and voting in person. Where the stockholder
specifies a choice with respect to any matter to be acted upon, the shares
represented by the proxy will be voted in accordance with such specifications.
If not otherwise specified in the proxy, the shares will be voted in the
election of directors for the nominees listed in Part I, for ratification of
the appointment of the independent auditor, as described in Part II, and will
be voted against each of the stockholder proposals described in Part III. If a
duly executed proxy card is not returned, the shares cannot be voted except by
voting in person or by a duly executed proxy presented at the Annual Meeting.
STOCKHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING OF STOCKHOLDERS
A stockholder proposal must be received by the Corporation by November 20,
1996 to be eligible for inclusion in the Proxy Statement for the 1997 Annual
Meeting of Stockholders.
By order of the Board of Directors
/s/ JAMES T. BYRNE, JR.
JAMES T. BYRNE, JR.
Secretary
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