<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 22, 1996
REGISTRATION NO. 333-
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- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
BANKERS TRUST NEW YORK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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NEW YORK 13-6180473
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
130 LIBERTY STREET
NEW YORK, NEW YORK 10006
(212) 250-2500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
MELVIN A. YELLIN, ESQ.
GORDON S. CALDER, JR., ESQ.
BANKERS TRUST NEW YORK CORPORATION
130 LIBERTY STREET
NEW YORK, NEW YORK 10006
(212) 250-2500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
COPY TO:
PETER R. DOUGLAS, ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
(212) 450-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery for the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
PROPOSED
PROPOSED MAXIMUM
TITLE OF EACH MAXIMUM AGGREGATE
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER UNIT(2) PRICE(2) REGISTRATION FEE
- --------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$1.00 per share ...... 3,000,000 shares $69.50 $208,500,000 $71,897
</TABLE>
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(1) This Registration Statement relates to the resale of 3,000,000 shares of
Common Stock of the Registrant ("Common Stock") to be received by certain
persons in connection with the Merger described in the Prospectus.
(2) Pursuant to Rule 457(c), computed solely for purposes of calculating the
registration fee based upon the average of the high and the low price of
the Common Stock as reported on the New York Stock Exchange Transactions
Tape on July 16, 1996.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED JULY 22, 1996
PROSPECTUS
BANKERS TRUST NEW YORK CORPORATION
[LOGO]
COMMON STOCK
This prospectus relates to 3,000,000 shares (the "Shares") of Common Stock,
$1.00 par value (the "Common Stock"), of Bankers Trust New York Corporation
(the "Corporation") to be offered from time to time for the account of one or
more of the selling shareholders named herein (the "Selling Shareholders"). See
"Selling Shareholders" and "Description of the Corporation's Common Stock".
The Shares may be sold from time to time by the Selling Shareholders, in
separate transactions or in a single transaction, directly or through agents,
brokers or dealers designated from time to time. If necessary, a supplemental
Prospectus will describe the method of sale in greater detail. The Corporation
will not receive any of the proceeds from the sale of the Shares offered hereby
but will bear certain of the expenses thereof. See "Use of Proceeds" and "Plan
of Distribution".
The Selling Shareholders, agents, brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions received by them and any profit on
the resale of the Shares may be deemed to be underwriting compensation under
the Securities Act. See "Plan of Distribution".
The Common Stock is quoted on the New York Stock Exchange under the symbol
"BT". On July 19, 1996, the last reported sale price of the Common Stock was
$71.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1996.
<PAGE>
AVAILABLE INFORMATION
The Corporation has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
with respect to the Shares (together with all amendments, exhibits and
schedules thereto, the "Registration Statement"). This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, to which reference is
hereby made. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete; with
respect to each contract, agreement or other document filed as an exhibit to
the Registration Statement, reference is made to such exhibit for a more
complete description of the matter involved.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. The Registration Statement as well as such reports, proxy
statements and other information concerning the Corporation can be inspected
and copied at the Commission's office at 450 Fifth Street, N.W., Washington,
D.C. 20549, and the Commission's Regional Offices in New York (Seven World
Trade Center, 13th Floor, New York, New York 10048) and Chicago (500 West
Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such material can be inspected at the office of the New York Stock
Exchange and the office of the American Stock Exchange on which certain
securities of the Corporation are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference in this Prospectus the
following documents:
(a) the Corporation's Annual Report on Form 10-K (file number 1-5920) for
the year ended December 31, 1995, filed pursuant to Section 13 of the
Exchange Act;
(b) the Corporation's Quarterly Report on Form 10-Q (file number 1-5920)
for the quarter ended March 31, 1996, filed pursuant to Section 13 of the
Exchange Act;
(c) the Corporation's Current Reports on Form 8-K (file number 1-5920)
dated March 19, April 15, April 25, May 3, May 22, June 18, July 18 and
July 22, 1996; and
(d) the description of the Corporation's Common Stock contained in the
Corporation's Registration Statement on Form 8-C (file number 1-5920),
filed pursuant to Section 12 of the Exchange Act.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares contemplated hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein or in any accompanying supplemental Prospectus
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The information relating to the Corporation contained in this Prospectus
should be read together with the information in the documents incorporated by
reference.
2
<PAGE>
Any person who receives a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents, unless such
exhibits are specifically incorporated by reference herein. Written requests
should be mailed to the: Office of the Secretary, Bankers Trust New York
Corporation, 130 Liberty Street, New York, New York 10006. Telephone requests
may be directed to 212-250-2201.
----------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING SUPPLEMENTAL
PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE CORPORATION. THIS PROSPECTUS AND ANY ACCOMPANYING
SUPPLEMENTAL PROSPECTUS DO NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN
THOSE TO WHICH THEY RELATE OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
ACCOMPANYING SUPPLEMENTAL PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR, IN THE CASE OF
INFORMATION INCORPORATED HEREIN BY REFERENCE, THE DATE OF FILING WITH THE
COMMISSION.
3
<PAGE>
BANKERS TRUST NEW YORK CORPORATION
GENERAL
The Corporation is a bank holding company, incorporated under the laws of the
State of New York in 1965. At June 30, 1996, the Corporation had consolidated
total assets of $114.6 billion. The Corporation's principal banking subsidiary
is Bankers Trust Company ("BTCo"). BTCo, founded in 1903, is among the largest
commercial banks in New York City and the United States, based on consolidated
total assets. The Corporation concentrates its financial and managerial
resources on selected markets and services its clients by meeting their needs
for financing, advisory, processing and sophisticated risk management
solutions. The core organizational units of the Corporation are Investment
Banking, Risk Management Products & Services, Trading & Sales, Investment
Management, Client Processing Services, Asia, Latin America, Australia/New
Zealand and Corporate. Among the institutional market segments served are
corporations, banks, other financial institutions, governments and agencies,
retirement plans, not-for-profit organizations, wealthy individuals,
foundations and private companies. BTCo originates loans and other forms of
credit, accepts deposits, arranges financings and provides numerous other
commercial banking and financial services. BTCo provides a broad range of
financial advisory services to its clients. It also engages in the proprietary
trading of currencies, securities, derivatives and commodities.
The Corporation is a legal entity separate and distinct from its
subsidiaries, including BTCo. There are various legal limitations governing the
extent to which certain of the Corporation's subsidiaries may extend credit,
pay dividends or otherwise supply funds to, or engage in transactions with, the
Corporation or certain of its other subsidiaries. The rights of the Corporation
to participate in any distribution of assets of any subsidiary upon its
dissolution, winding-up, liquidation or reorganization or otherwise are subject
to the prior claims of creditors of that subsidiary, except to the extent that
the Corporation may itself be a creditor of that subsidiary and its claims are
recognized. Claims on the Corporation's subsidiaries by creditors other than
the Corporation include long-term debt and substantial obligations with respect
to deposit liabilities, trading liabilities, federal funds purchased,
securities sold under repurchase agreements and commercial paper, as well as
short-term borrowings and accounts payable.
The Corporation's principal executive offices are located at 130 Liberty
Street, New York, New York 10006 and its telephone number is (212) 250-2500.
RECENT DEVELOPMENTS
On May 21, 1996, the Corporation entered into a definitive agreement pursuant
to which Wolfensohn & Co., Inc., a Delaware corporation ("Wolfensohn"), will
merge with and into BT Securities Corporation, a Delaware corporation and
direct, wholly-owned subsidiary of the Corporation (the "Merger"). The terms of
the merger agreement call for the Corporation to issue 2,881,476 Shares and pay
$7 million for the stock of Wolfensohn representing its net assets and
business. The number of Shares to be issued was based on a formula price of
$70.45 per Share as defined in the merger agreement. The Merger is expected to
result in the creation of the BT Wolfensohn Merger, Acquisition and Corporate
Advisory Group within the Corporation and BT Securities Corporation (the latter
hereinafter "BT Wolfensohn Group"). On July 19, 1996, the Federal Reserve Bank
of New York approved the Merger, and it is expected to close during the third
quarter of 1996.
USE OF PROCEEDS
The Corporation will not receive any proceeds from the sales hereunder of the
Shares but will bear certain of the expenses thereof. See "Plan of
Distribution".
4
<PAGE>
SELLING SHAREHOLDERS
The Shares are being offered for the account of the selling shareholders of
Bankers Trust New York Corporation named below (the "Selling Shareholders").
Each of the Selling Shareholders may offer its Shares in separate transactions
or in a single transaction. The Shares will be issued by the Corporation to the
Selling Shareholders in connection with the consummation of the Merger,
pursuant to a Plan and Agreement of Merger (the "Merger Agreement") dated as of
May 21, 1996, among the Corporation, Wolfensohn and its shareholders. Shares
will also be issued to James D. Wolfensohn pursuant to the Termination and
Non-Competition Agreement dated as of May 21, 1996 by and among Wolfensohn, the
Corporation and James D. Wolfensohn. Mr. Wolfensohn, who had left the firm on
May 31, 1995, was no longer a shareholder of Wolfensohn at the date of the
Merger Agreement.
Upon consummation of the Merger, the Selling Shareholders will be the
beneficial owners of an aggregate of 2,881,476 shares of Common Stock. The
Selling Shareholders are Paul A. Volcker, Raymond L. Golden, Glen S. Lewy,
Jeffrey A. Goldstein, Maureen A. Hayes, Peter Nager, Stephen A. Oxman, Stuart
W. Ray, Elliott K. Slade, H. Marshall Sonenshine and James D. Wolfensohn. Upon
consummation of the Merger, no Selling Shareholder will hold more than 1% of
the outstanding shares of Common Stock.
Because the Selling Shareholders may sell all or a portion of the shares of
Common Stock that may be offered pursuant to this Prospectus, the number of
shares that will be owned by each Selling Shareholder upon termination of this
offering cannot be determined.
Paul A. Volcker, the current chairman of Wolfensohn, will join the Board of
Directors of the Corporation and BTCo, subject to appropriate approvals. In
addition, Mr. Volcker will serve as a consultant to the Chairman and other
senior executives of the Corporation.
Raymond L. Golden, the current president of Wolfensohn, will become chairman
of the BT Wolfensohn Group. Jeffrey A. Goldstein and Glen S. Lewy, currently
vice chairmen of Wolfensohn, will become vice chairmen of the BT Wolfensohn
Group, and each of the three will be Senior Vice Presidents of the Corporation
and will be appointed to its Management Committee. The six other partners of
Wolfensohn will join BT Securities Corporation as managing directors and
members of the BT Wolfensohn Group.
5
<PAGE>
DESCRIPTION OF THE CORPORATION'S COMMON STOCK
The Corporation is authorized to issue 300,000,000 shares of Common Stock,
par value $1.00 per share. The Common Stock does not have preemptive rights.
The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the Certificate of Incorporation and
the By-Laws of the Corporation.
COMMON STOCK
Subject to the rights of holders of preferred stock, holders of Common Stock
are entitled to receive dividends when, as and if declared by the Board of
Directors of the Corporation out of any funds legally available therefor, and
are entitled upon liquidation, dissolution or winding up, after claims of
creditors, to receive pro rata the net assets of the Corporation. The holders
of the Common Stock are entitled to one vote for each share held and are vested
with all of the voting power except as the Board of Directors shall have
provided voting rights with respect to any series of preferred stock.
Holders of shares of Common Stock have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of directors can elect 100% of the directors if they choose to do so, and, in
such event, the holders of the remaining fewer than 50% of the shares voting
for the election of directors will not be able to elect any person or persons
to the Board of Directors. The Common Stock does not have any sinking fund,
conversion or redemption provisions.
Harris Trust Company of New York is the Transfer Agent and Registrar of the
Common Stock of the Corporation. The Common Stock is listed on the New York
Stock Exchange and The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited. At June 30, 1996, there were outstanding
79,920,914 shares of the Corporation's Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time directly by one or more of the
Selling Shareholders in separate transactions or in a single transaction. Such
sales may be made on the New York Stock Exchange, or such other national
securities exchange or automated interdealer quotation system on which shares
of Common Stock are then listed, through negotiated transactions or otherwise
at market prices prevailing at the time of the sale or at negotiated prices.
Alternatively, from time to time one or more of the Selling Shareholders may
offer Shares through brokers, dealers or agents, who may receive compensation
in the form of concessions or commissions from any such Selling Shareholders,
agents and/or the purchasers for whom they may act as agent. If necessary, a
supplemental Prospectus will describe the method of sale in greater detail. In
addition, any of the Shares which qualify for sale pursuant to Rule 144 under
the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Selling Shareholders and any such brokers, dealers or agents that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profits on the
sale of Shares by them and any associated discounts, commissions or concessions
that are received may be deemed to be underwriting compensation under the
Securities Act. To the extent a Selling Shareholder may be deemed to be an
underwriter, he or she may be subject to certain statutory liabilities under
the Securities Act, including but not limited to Sections 11 and 12 of the
Securities Act.
Shares may be sold from time to time in one or more transactions at a fixed
offering price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices. If applicable, such prices will be
determined by agreement between the Selling Shareholders and any such dealers.
The Selling Shareholders may, from time to time, authorize dealers, acting as
the Selling Shareholders' agents, to solicit offers to purchase Shares upon the
terms and conditions set forth in any supplemental Prospectus.
6
<PAGE>
The Selling Shareholders and any other person participating in a sale or
distribution of Shares will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including without limitation
Rules 10b-5, 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of any of the Shares by the Selling Shareholders and any
other such person.
The Corporation has agreed to pay all expenses incident to the Registration
Statement and the sale of the Shares being offered by the Selling Shareholders,
other than commissions, fees and discounts of brokers, dealers or agents.
In order to comply with securities laws in certain jurisdictions, the Shares
offered hereby will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
jurisdictions the securities offered hereby may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
VALIDITY OF OFFERED SECURITIES
Unless otherwise specified in the applicable supplemental Prospectus, the
validity of the Shares to which this Prospectus relates will be passed upon for
the Corporation by Melvin A. Yellin, Esq., an Executive Vice President and
General Counsel of the Corporation. Mr. Yellin beneficially owns, has an
interest in or has rights to acquire under various of the Corporation's
employee benefit plans an aggregate of less than .25% of the Corporation's
outstanding Common Stock.
EXPERTS
The consolidated financial statements of the Corporation for the year ended
December 31, 1995 incorporated by reference into this Prospectus, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
7
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The expenses in connection with the issuance and distribution of the
securities being registered are:
<TABLE>
<S> <C>
Filing fee for registration statement............................ $ 71,897
Legal fees and expenses.......................................... 50,000*
Accounting fees and expenses..................................... 20,000*
Blue sky fees and expenses....................................... 15,000*
Printing and engraving fees...................................... 30,000*
Miscellaneous.................................................... 3,103*
--------
Total.......................................................... $190,000*
========
</TABLE>
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* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article V of the By-Laws of Bankers Trust New York Corporation provides as
follows:
SECTION 5.01 The corporation shall, to the fullest extent permitted by
Section 721 of the New York Business Corporation Law, indemnify any person who
is or was made, or threatened to be made, a party to an action or proceeding,
whether civil or criminal, whether involving any actual or alleged breach of
duty, neglect or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of the corporation to procure a judgment
in its favor and an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation is serving or served in any capacity at the request of the
corporation by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation, or is serving or served such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, or any
appeal therein; provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his acts were committed in bad faith
or were the result of active and deliberate dishonesty and, in either case,
were material to the cause of action so adjudicated, or (ii) he personally
gained in fact a financial profit or other advantage to which he was not
legally entitled.
SECTION 5.02 The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
agreement providing for such indemnification, it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.
SECTION 5.03 The corporation shall, from time to time, reimburse or advance
to any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking
by or on behalf of such person to repay such amount(s) if a judgment or other
final adjudication adverse to
II-1
<PAGE>
the director or officer establishes that (i) his acts were committed in bad
faith or were the result of active and deliberate dishonesty and, in either
case, were material to the cause of action so adjudicated, or (ii) he
personally gained in fact a financial profit or other advantage to which he was
not legally entitled.
SECTION 5.04 Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any
capacity shall be deemed to be doing so at the request of the corporation. In
all other cases, the provisions of this Article V will apply (i) only if the
person serving another corporation or any partnership, joint venture, trust,
employee benefit plan or other enterprise so served at the specific request of
the corporation, evidenced by a written communication signed by the Chairman of
the Board, the Chief Executive Officer, the President, the Senior Vice Chairman
or any Vice Chairman, and (ii) only if and to the extent that, after making
such efforts as the Chairman of the Board, the Chief Executive Officer, or the
President shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.
SECTION 5.05 Any person entitled to be indemnified or to the reimbursement or
advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
SECTION 5.06 The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
corporation and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
SECTION 5.07 If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
SECTION 5.08 A person who has been successful, on the merits or otherwise, in
the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary.
With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgment in its favor unless he shall have breached his duties, or (ii) other
than an action
II-2
<PAGE>
by or in the right of the corporation in order to procure a judgment in its
favor if such director or officer acted in good faith and in a manner he
reasonably believed to be in or, in certain cases, not opposed to such
corporation's best interests, and additionally, in criminal actions, has no
reasonable cause to believe his conduct was unlawful.
In addition, a Directors and Officers Liability and Corporation Reimbursement
Policy is maintained covering the Corporation and its directors and officers
for amounts, subject to policy limits, that the Corporation might be required
to pay by way of indemnification to its directors or officers under its By-Laws
or otherwise and for the protection of individual directors and officers from
loss for which they might not be indemnified by the Corporation.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*3.1 --Restated Certificate of Incorporation of the Registrant filed with
the State of New York on June 9, 1988 (filed as an Exhibit to the
Registrant's Current Report on Form 8-K dated September 24, 1993,
file number 1-5920).
*3.2 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on August 30,
1989 (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated September 24, 1993, file number 1-5920).
*3.3 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on June 14,
1990 (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated September 24, 1993, file number 1-5920).
*3.4 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on March 20,
1992 (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated September 24, 1993, file number 1-5920).
*3.5 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on October
27, 1992 (filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated September 24, 1993, file number 1-5920).
*3.6 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on January
21, 1993 (filed as an Exhibit to the Registrant's Current Report on
Form 8-K dated September 24, 1993, file number 1-5920).
*3.7 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on June 1,
1993 (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated September 24, 1993, file number 1-5920).
*3.8 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on August 18,
1993 (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated August 6, 1993, file number 1-5920).
*3.9 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on March 25,
1994 (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated March 21, 1994, file number 1-5920).
*3.10 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on August 22,
1994 (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated August 12, 1994, file number 1-5920).
*3.11 --Certificate of Amendment of the Restated Certificate of Incorpora-
tion of the Registrant filed with the State of New York on June 29,
1995 (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated June 29, 1995, file number 1-5920).
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
*3.12 --By-Laws of the Registrant (filed as an Exhibit to the Registrant's
Current Report on Form 8-K dated November 10, 1995, file number 1-
5920).
*3.13 --Rights Agreement dated as of February 22, 1988 describing the terms
of the Preferred Purchase Rights (filed as an Exhibit to the Regis-
trant's Annual Report on Form 10-K for the year ended December 31,
1989, file number 1-5920).
4.1 --Form of Certificate of Common Stock.
5.1 --Opinion re Validity.
23.1 --Consent of Independent Auditors.
23.2 --Consent of Counsel (contained in the opinion filed as Exhibit 5.1 to
this Registration Statement).
24.1 --Powers of Attorney.
</TABLE>
- --------
* Incorporated by reference.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event
II-4
<PAGE>
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.
II-5
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THE 22ND DAY OF
JULY, 1996.
Bankers Trust New York Corporation
James T. Byrne, Jr.
By:__________________________________
(JAMES T. BYRNE, JR.)
SENIOR VICE PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND
ON THE DATE INDICATED:
SIGNATURE TITLE DATE
*Frank N. Newman Chairman of the July 22, 1996
- ------------------------------------- Board, Chief
(FRANK N. NEWMAN) Executive Officer
and Director
(Principal
Executive Officer)
*Richard H. Daniel Executive Vice July 22, 1996
- ------------------------------------- President and Chief
(RICHARD H. DANIEL) Financial Officer
(Principal
Financial Officer)
*Geoffrey M. Fletcher Senior Vice July 22, 1996
- ------------------------------------- President
(GEOFFREY M. FLETCHER) (Principal
Accounting Officer)
*George B. Beitzel Director July 22, 1996
- -------------------------------------
(GEORGE B. BEITZEL)
*Phillip A. Griffiths Director July 22, 1996
- -------------------------------------
(PHILLIP A. GRIFFITHS)
*William R. Howell Director July 22, 1996
- -------------------------------------
(WILLIAM R. HOWELL)
*Jon M. Huntsman Director July 22, 1996
- -------------------------------------
(JON M. HUNTSMAN)
II-6
<PAGE>
SIGNATURE TITLE DATE
*Vernon E. Jordan, Jr. Director July 22, 1996
- -------------------------------------
(VERNON E. JORDAN, JR.)
*Hamish Maxwell Director July 22, 1996
- -------------------------------------
(HAMISH MAXWELL)
*N.J. Nicholas Jr. Director July 22, 1996
- -------------------------------------
(N.J. NICHOLAS JR.)
*Russell E. Palmer Director July 22, 1996
- -------------------------------------
(RUSSELL E. PALMER)
Director
- -------------------------------------
(DONALD L. STAHELI)
*Patricia C. Stewart Director July 22, 1996
- -------------------------------------
(PATRICIA C. STEWART)
*George J. Vojta Director July 22, 1996
- -------------------------------------
(GEORGE J. VOJTA)
James T. Byrne, Jr.
*By _________________________________
(JAMES T. BYRNE, JR.,
ATTORNEY-IN-FACT)
II-7
<PAGE>
EXHIBIT 4.1
-----------
CERTIFICATE FOR CERTIFICATE FOR
NOT MORE THAN NOT MORE THAN
100,000 100,000
SHARES SHARES
NB SHARES
COMMON COMMON
STOCK STOCK
BANKERS TRUST NEW YORK CORPORATION
INCORPORATED UNDER THE LAWS OF THE STATE OF NEW YORK
This Certifies that CUSIP 066365 10 7
SEE REVERSE FOR CERTAIN DEFINITIONS
is the owner of
SHARES OF THE COMMON STOCK
of Bankers Trust New York Corporation, transferable in person or by attorney
upon the books of the Corporation upon surrender of this certificate properly
assigned. This certificate is not valid unless countersigned by a Transfer Agent
and registered by a Registrar. Witness the seal of the Corporation and
the signatures of its duly authorized officers.
Dated
/s/ /s/
SECRETARY CHAIRMAN
COUNTERSIGNED AND REGISTERED:
HARRIS TRUST COMPANY OF NEW YORK
TRANSFER AGENT
AND REGISTRAR,
BY
AUTHORIZED SIGNATURE.
<PAGE>
BANKERS TRUST NEW YORK CORPORATION
The Corporation will furnish to any shareholder upon request and without
charge, a full statement of the designation, relative rights, preferences and
limitations of the shares of each class of shares authorized to be issued, and
the designation, relative rights, preferences and limitations of each series
of preferred shares, so far as the same have been fixed, and the authority of
the Board of Directors to designate and fix the relative rights, preferences
and limitations of other series.
THE FOLLOWING ABBREVIATIONS, WHEN USED IN THE INSCRIPTION ON THE FACE OF
THIS CERTIFICATE, SHALL BE CONSTRUED AS THOUGH THEY WERE WRITTEN OUT IN FULL
ACCORDING TO APPLICABLE LAWS OR REGULATIONS:
TEN COM --AS TENANTS IN COMMON
TEN ENT --AS TENANTS BY THE ENTIRETIES
JT TEN --AS JOINT TENANTS WITH RIGHT OF
SURVIVORSHIP AND NOT AS TENANTS
IN COMMON
UNIF GIFT MIN ACT-- ..........Custodian..........
(Cust) (Minor)
under Uniform Gifts to Minors
Act..........................
(State)
ADDITIONAL ABBREVIATIONS MAY ALSO BE USED THOUGH NOT IN THE ABOVE LIST.
For value received, ____________________ hereby sell, assign and transfer under
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFICATION NUMBER OF ASSIGNEE
[_______________________]_______________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
__________________________________________________________________________Shares
of the Stock represented by the within Certificate, and do hereby irrevocably
constitute and appoint_________________________________________________________
_______________________________________________________________________________
Attorney to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated, ______________________ _______________________________
SIGNATURE GUARANTEED:
This certificate also evidences and entitles the holder hereof to certain rights
as set forth in a Rights Agreement between Bankers Trust New York Corporation
and First Chicago Trust Company of New York as successor to Morgan Shareholder
Services Trust Company, dated as of February 22, 1988 (the "Rights Agreement"),
the terms of which are hereby incorporated herein by reference and a copy of
which is on file at the principal executive offices of Bankers Trust New York
Corporation. Under certain circumstances, as set forth in the Rights
Agreement, such Rights will be evidenced by separate certificates and will no
longer be evidenced by this certificate. Bankers Trust New York Corporation
will mail to the holder of this certificate a copy of the Rights Agreement
without charge after receipt of a written request therefor. As described in the
Rights Agreement, Rights issued to any Person who becomes an Acquiring Person
(as defined in the Rights Agreement) shall become null and void.
<PAGE>
EXHIBIT 5.1
July 22, 1996
Bankers Trust New York Corporation
280 Park Avenue
New York, New York 10017
Re: Registration Statement on Form S-3
Dear Sirs:
I am the Executive Vice President and General Counsel of Bankers Trust New York
Corporation (the "Corporation"), and I have acted as counsel for the Corporation
in the preparation of a Registration Statement on Form S-3 (the "Registration
Statement"), filed on the date hereof with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Act of 1933, as amended
(the "Act"), to register 3,000,000 shares of the Corporation's Common Stock (the
"Common Stock"). I am familiar with the actions taken in connection with the
registration of the Common Stock and have reviewed such corporate records,
certificates and other documents, and such questions of law, as I have deemed
necessary in connection with this opinion.
Based upon the foregoing, I am of the opinion that:
(i) The Corporation has been duly incorporated and is validly existing under
the laws of the State of New York.
(ii) The shares of Common Stock have been duly and validly authorized, and,
when the Registration Statement becomes effective under the Act and when
executed and issued, the shares of the Common Stock will be validly
<PAGE>
issued, fully paid and nonassessable subject to Section 630 of the New York
Business Corporation Law.
I hereby consent to the reference to me and to use my name under the caption
"Validity of Offered Securities" in the Prospectus forming part of the
Registration Statement. I do not admit in giving this consent that I come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Melvin A. Yellin
Melvin A. Yellin
Executive Vice President
and General Counsel
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Bankers Trust New
York Corporation for the registration 3,000,000 shares of its Common Stock and
to the incorporation by reference therein of our report dated January 25, 1996,
with respect to the consolidated financial statements of Bankers Trust New York
Corporation included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
New York, New York
July 22, 1996
<PAGE>
EXHIBIT 24.1
BANKERS TRUST NEW YORK CORPORATION
----------------------------------
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Bankers Trust New York Corporation (the "Corporation"), a New York
corporation, hereby appoints each of Frank N. Newman, George J. Vojta, Richard
H. Daniel, Garret G. Thunen, Duncan P. Hennes and James T. Byrne, Jr. his true
and lawful attorney and agent, in the name and on behalf of the undersigned, to
do any and all acts and things and execute any and all instruments which the
said attorney and agent may deem necessary or advisable to enable the
Corporation to comply with the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended and the Trust Indenture Act of 1939,
as amended (collectively the "Acts") and any rules and regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration under the Acts of the securities of the
Corporation in connection with the public offering of such securities, including
specifically, but without limiting the generality of the foregoing, the power
and authority to sign the name of the undersigned in his capacity as a Director
and/or Officer of the Corporation to a Registration Statement to be filed with
the Securities and Exchange Commission to any and all amendments, including pre-
and post-effective amendments, to the said Registration Statement and to any and
all instruments and documents filed as a part of or in connection with the said
Registration Statement or amendments thereto; HEREBY RATIFYING AND CONFIRMING
all that the said attorneys and agents, or any of them, has done, shall do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, each of the undersigned has subscribed these Presents.
June 18, 1996 Bankers Trust New York Corporation
By /s/ Frank N. Newman
-------------------------------
Frank N. Newman
Chairman of the Board
/s/ Frank N. Newman
- -------------------------------
Frank N. Newman
Chairman of the Board of Directors
(Principal Executive Officer)
/s/ Richard H. Daniel
- -------------------------------
Richard H. Daniel
Executive Vice President, Chief Financial
Officer and Controller
(Principal Financial Officer)
/s/ Geoffrey M. Fletcher
- -------------------------------
Geoffrey M. Fletcher
Senior Vice President and
Principal Accounting Officer
<PAGE>
-2-
June 18, 1996
/s/ George B. Beitzel
- -------------------------------
George B. Beitzel Director
/s/ Phillip A. Griffiths
- -------------------------------
Phillip A. Griffiths Director
/s/ William R. Howell
- -------------------------------
William R. Howell Director
/s/ Jon M. Huntsman
- -------------------------------
Jon M. Huntsman Director
/s/ Vernon E. Jordan, Jr.
- -------------------------------
Vernon E. Jordan, Jr. Director
/s/ Hamish Maxwell
- -------------------------------
Hamish Maxwell Director
/s/ N.J. Nicholas Jr.
- -------------------------------
N.J. Nicholas Jr. Director
/s/ Russell E. Palmer
- -------------------------------
Russell E. Palmer Director
/s/ Patricia C. Stewart
- -------------------------------
Patricia C. Stewart Director
/s/ George J. Vojta
- -------------------------------
George J. Vojta Director
