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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 25, 1996
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BANKERS TRUST NEW YORK CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
1-5920 13-6180473
(Commission file number) (IRS employer identification no.)
280 PARK AVENUE, NEW YORK NEW YORK 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 250-2500
N/A
(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS
On April 25, 1996, the Corporation entered into an underwriting agreement
covering the issuance and sale of $150,000,000 aggregate principal amount of
7-3/8% Subordinated Notes due 2008 (the "Notes"). Said Notes were
registered under the Securities Act of 1933 pursuant to the Corporation's shelf
registration statement on Form S-3 (File No. 33-51615).
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ITEM 7. Financial Statement, Pro Forma Financial Information and Exhibits
(c) Exhibits
(1) Underwriting Agreement, dated April 25, 1996, between Bankers
Trust New York Corporation and the Underwriters named therein.
(4)(a) Copy of the resolutions of the Price Committee of Bankers Trust
New York Corporation authorizing the issuance of the Notes
(without exhibits).
(4)(b) Specimen of the Notes
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 30, 1996
BANKERS TRUST NEW YORK CORPORATION
By: /s/ Gordon S. Calder, Jr.
Name: Gordon S. Calder, Jr.
Title: Assistant Secretary
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INDEX TO EXHIBITS
(1) Underwriting Agreement, dated April 25, 1996, between Bankers Trust
New York Corporation and the Underwriters named therein.
(4)(a) Copy of the resolutions of the Price Committee of Bankers Trust New
York Corporation authorizing the issuance of the Notes (without
exhibits).
(4)(b) Specimen of the Notes.
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Exhibit 1
UNDERWRITING AGREEMENT
April 25, 1996
Bankers Trust New York Corporation
280 Park Avenue
New York, New York 10017
Dear Sirs:
We, as lead manager for the several Underwriters, as defined below, (the
"Managers"), understand that Bankers Trust New York Corporation, a New York
corporation (the "Corporation"), proposes to issue and sell $150,000,000
aggregate principal amount of its 7-3/8% Subordinated Notes due 2008 (the
"Securities") to the Underwriters named in Schedule I hereto (the
"Underwriters"). The terms of the Securities are set forth in the Registration
Statement and Basic Prospectus referred to in the provisions incorporated herein
by reference, as supplemented by a Prospectus Supplement dated April 25, 1996.
The Securities will be issued pursuant to an Indenture, dated as of April 1,
1992, as supplemented by the First Supplemental Indenture thereto, dated as of
January 15, 1993 (the "Indenture"), between the Corporation and Marine Midland
Bank, as Trustee (the "Trustee").
All the provisions contained in the document entitled Bankers Trust New
York Corporation Debt Securities Underwriting Agreement Standard Provisions
(December 1993), a copy of which you have previously received, are herein
incorporated by reference in their entirety and shall be deemed to be a part of
this Agreement to the same extent as if such provisions had been set forth in
full herein; provided that White & Case shall act as counsel for the
Underwriters pursuant to Section V(c) therein.
Subject to the terms and conditions set forth herein or incorporated by
reference herein, the Corporation hereby agrees to sell and each of the
Underwriters hereby agrees, severally and not jointly, to purchase the aggregate
principal amount of Securities set forth opposite the name of such Underwriter
in Schedule I hereto at 99.022% of their principal amount, plus accrued
interest, if any, from April 30, 1996 to the date of payment and delivery.
We will pay for such Securities upon delivery thereof at the offices of the
Corporation, 130 Liberty Street, New York, New York, at 10:00 A.M. (New York
City time) on April 30, 1996 or at such other time, as shall be designated by
us, such time being referred to herein as the "Closing Date".
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Please confirm your agreement by having an authorized officer sign five
copies of this Agreement in the space set forth below and by returning the
signed copies to us.
Very truly yours,
SMITH BARNEY INC.
As lead representative for the Several
Underwriters named in Schedule I hereto
By: /s/ J S POORMAN
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Title Director
Accepted:
BANKERS TRUST NEW YORK CORPORATION
By: /s/ DUNCAN P. HENNES
Title Senior Vice President
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Schedule I
Aggregate Principal
Name of Underwriter Amount of Securities
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Smith Barney Inc. $100,000,000
Morgan Stanley & Co. Incorporated $25,000,000
BT Securities Corporation $25,000,000
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Exhibit (4)(a)
RESOLVED, that the Company issue $150,000,000 aggregate principal amount of its
7-3/8% Subordinated Notes due 2008 (the "Subordinated Notes"), that Smith Barney
Inc., BT Securities Corporation and Morgan Stanley & Co. Incorporated are
selected to serve as the underwriters (the "Underwriters") of the Subordinated
Notes, that the price to be paid by the Underwriters shall be 99.022% of the
principal amount of the Subordinated Notes and that the officers of the Company
are hereby authorized to execute and deliver to the Underwriters the
Subordinated Notes pursuant to the Underwriting Agreement, dated April 25, 1996
(the "Underwriting Agreement"), and that the Underwriting Agreement be and it
hereby is approved in all respects in the form attached hereto as Exhibit 1; and
further
RESOLVED, that the Subordinated Notes shall have the terms, and be in
substantially the form, set forth in the form of Subordinated Notes attached
hereto as Exhibit 2, which is hereby approved and adopted with such changes as
the officer executing the same shall deem necessary or appropriate; and further
RESOLVED, that the Subordinated Notes shall be issued pursuant to and shall be
entitled to the benefits of an Indenture, dated as of April 1, 1992, as amended
by the First Supplemental Indenture, dated as of January 15, 1993 (the Indenture
together with the First Supplemental Indenture hereinafter the "Indenture"),
between the Company and Marine Midland Bank (formerly Marine Midland Bank,
N.A.), which Indenture is hereby adopted and approved in all respects and that
the provisions of Article Fourteen of the Indenture shall apply to the
Subordinated Notes; and further
RESOLVED, that all actions heretofore taken by any officer of the Company within
the terms of the foregoing resolutions, are ratified and confirmed as the act of
the Company; and further
RESOLVED, that the officers of the Company be, and they hereby are, authorized
and empowered to do or cause to be done any and all such further acts and
things, and to execute and deliver any and all such documents, papers and
instruments as they or any of them deem necessary or desirable in order to carry
into effect the purpose and intent of the foregoing resolutions.
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Exhibit (4)(b)
NOTE NO. U-1 CUSIP # 066 365 CC9
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO BANKERS TRUST NEW
YORK CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND
ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED
OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
THIS NOTE IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A
NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE
NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER
THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE
DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER
NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED
CIRCUMSTANCES.
BANKERS TRUST NEW YORK CORPORATION
7-3/8% SUBORDINATED NOTES DUE 2008
Bankers Trust New York Corporation, a corporation duly organized and
existing under the laws of the State of New York (the "Company"), for value
received, hereby promises to pay to Cede & Co., as the nominee of The Depository
Trust Company, or registered assigns, the principal amount of $150,000,000 on
May 1, 2008, and to pay interest on the outstanding principal amount hereof from
time to time from the date of issue or from the most recent Interest Payment
Date (as defined below) to which interest has been paid or duly provided for,
semi-annually on May 1 and November 1 in each year (each, an "Interest Payment
Date"), commencing November 1, 1996, at the rate of 7-3/8% per annum, until the
principal hereof is paid or made available for payment. Subject to certain
exceptions provided in the Indenture referred to below, the interest so payable,
and punctually paid or duly provided for, on any Interest Payment Date shall, as
provided in the Indenture, be paid to the Person in whose name this Subordinated
Note (or one or more predecessor Subordinated Notes) is registered at the close
of business on the April 15 and October 15 next preceding such Interest Payment
Date commencing on October 15, 1996 (the "Regular Record Date"). Any such
interest not so punctually paid or duly provided for ("Defaulted Interest")
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Subordinated Note (or
one or more predecessor Subordinated Notes) is registered at the close of
business on a Special Record Date for the payment of such Defaulted Interest
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to be fixed by the Trustee or be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities exchange
on which the Subordinated Notes (as defined below) may be listed and upon
such notice as may be required by such exchange, all as more fully provided
in said Indenture. Notice of a Special Record Date shall be given to Holders of
Subordinated Notes not less than 10 days prior to such Special Record Date.
Payment of the principal of and interest on this Subordinated Note shall be made
at the Corporate Trust Office of the Trustee, or at such other office or agency
of the Company as may be designated by it for such purpose in the Borough of
Manhattan, The City of New York, in such coin or currency of the United States
of America as at the time of payment shall be legal tender for the payment of
public and private debts; provided, however, that, at the option of the Company,
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payments of interest may be made by check or wire transfer mailed to the address
of the Person entitled thereto as such address shall appear in the Security
Register.
The Subordinated Notes may not be redeemed prior to maturity.
This Subordinated Note is one of a duly authorized issue of Securities of
the Company (the "Securities") not limited in aggregate principal amount. All
the Securities are issued or to be issued under an indenture, dated as of April
1, 1992, as amended by a Supplemental Indenture dated as of January 15, 1993
(collectively, the "Indenture"), duly executed and delivered by the Company to
Marine Midland Bank, as Trustee, to which Indenture and all indentures
supplemental thereto reference is hereby made for a description of the rights,
limitations of rights, obligations, duties and immunities thereunder of the
Trustee, the Company, the holders of Senior Indebtedness and the holders of the
Securities. The Securities may be for various principal amounts and are issuable
in series, which different series may mature at different times, may bear
interest at different rates and may otherwise vary as provided in the Indenture.
This Subordinated Note is one of the Securities described in the Indenture, and
is one of the series designated as the Company's 7-3/8% Subordinated Notes due
2008 (herein the "Subordinated Notes"), limited to an aggregate principal amount
of $150,000,000. For the purposes of this Subordinated Note, Existing
Subordinated Indebtedness also includes, in addition to those listed in the
Indenture, the following: the Company's 7-1/8% Subordinated Notes due March 15,
2006, 7-1/2% Subordinated Notes due November 15, 2015, 7-1/8% Subordinated Notes
due 2010, 7-1/2% Subordinated Notes due 2010, 8-1/4% Subordinated Notes due
2005, 8-1/8% Subordinated Notes due 2002, 6.00% Subordinated Notes due October
15, 2008, 6-1/8% Convertible Capital Securities due 2033, 6.00% Convertible
Capital Securities due 2033, Subordinated LIBOR/CMT Floating Rate Debentures due
2003, Subordinated Floating Rate Notes due 2004, Subordinated Floating Rate
Notes due 2005, Subordinated Constant Rate Maturity Treasury Floating Rate
Debentures due 2003, 7.25% Subordinated Notes due January 15, 2003 and
Subordinated Yen Loan due 2005. Unless otherwise defined herein, capitalized
terms used herein shall have the meanings assigned in the Indenture.
The following provisions, provided for or contemplated by the Indenture,
are applicable to the Subordinated Notes:
PAYING AGENT AND REGISTRAR. Initially, Bankers Trust Company will act as
Paying Agent and Registrar. The Company may change any Paying Agent,
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Registrar or co-registrar without notice. The Company may act in either such
capacity.
2. SUBORDINATION. The indebtedness evidenced by this Subordinated Note
is, to the extent provided in Article Fourteen of the Indenture, subordinate and
subject in right of payment to the prior payment in full of all Senior
Indebtedness, and this Subordinated Note is issued subject to the provisions of
the Indenture with respect thereto. Each Holder of this Subordinated Note, by
accepting the same, agrees that each holder of Senior Indebtedness, whether
created or acquired before or after the issuance of the Subordinated Notes of
this series, shall be deemed conclusively to have relied on such provisions in
acquiring and continuing to hold, or in continuing to hold, such Senior
Indebtedness. The Indenture also provides that if, upon the occurrence of
certain events of bankruptcy or insolvency relating to the Company, there
remains, after giving effect to such subordination provisions, any amount of
cash, property or securities available for payment or distribution in respect of
Subordinated Notes of this series (as defined in the Indenture, "Excess
Proceeds"), and if, at such time, any Entitled Person has not received payment
in full of all amounts due or to become due on or in respect of Other Financial
Obligations, then such Excess Proceeds shall first be applied to pay or provide
for the payment in full of such Other Financial Obligations before any payment
or distribution may be made in respect of Subordinated Notes of this series.
This Subordinated Note is also issued subject to the provisions of the Indenture
regarding payments to Entitled Persons in respect of Other Financial
Obligations. Each Holder of this Security, by accepting the same, (a) agrees to
and shall be bound by such provisions, (b) authorizes and directs the Trustee on
his behalf to take such action as may be necessary or appropriate to effectuate
the subordination of this Security and payment of Excess Proceeds as provided in
the Indenture and (c) appoints the Trustee his attorney-in-fact for any and all
such purposes.
3. DENOMINATIONS, TRANSFER, EXCHANGE. The Subordinated Notes are issuable
in registered form without coupons in denominations of $1,000 and integral
multiples of $1,000 in excess thereof. The transfer of Subordinated Notes will
be registered and Subordinated Notes may be exchanged as provided in the
Indenture. The Registrar may require holders of Subordinated Notes, among other
things, to furnish appropriate endorsements and transfer documents and to pay
any taxes and fees required by law or permitted by the Indenture.
4. PERSONS DEEMED OWNERS. The Company, the Trustee for the Subordinated
Notes and any agent of the Company or such Trustee may treat the Person in whose
name this Subordinated Note is registered as the owner hereof for the purpose of
receiving payment as herein provided and for all other purposes whatsoever,
whether or not this Subordinated Note be overdue, and neither the Company, such
Trustee nor any such agent shall be affected by notice to the contrary.
5. AMENDMENTS AND WAIVERS. The Indenture permits, with certain exceptions
as therein provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the Securities
of each series to be affected under the Indenture at any time by the Company and
the Trustee with the consent of the Holders of at least 66-2/3% in principal
amount of the Securities at the time outstanding of each series to be affected.
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The Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
outstanding, on behalf of Holders of all Securities of such series, to waive
compliance by the Company with certain provisions of the Indenture and certain
past defaults under the Indenture and their consequences. Any such consent or
waiver by the Holder of this Subordinated Note shall be conclusive and binding
upon such Holder and upon all future Holders of this Subordinated Note and of
any Subordinated Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof, whether or not notation of such waiver is
made upon this Subordinated Note.
6. DEFAULTS AND REMEDIES. An Event of Default is any of certain events
involving a bankruptcy, insolvency or reorganization of the Company. If an
Event of Default occurs and is continuing, the Trustee or the holders of at
least 25% in principal amount of the Subordinated Notes may declare all the
Subordinated Notes to be due and payable immediately. Holders of Subordinated
Notes may not enforce the Indenture or the Subordinated Notes except as provided
in the Indenture. The Trustee may require indemnity satisfactory to it before
it enforces the Indenture or the Subordinated Notes. Subject to certain
limitations, holders of a majority in principal amount of the Subordinated Notes
may waive an Event of Default and rescind any related declaration and also may
direct the Trustee in its exercise of any trust or power. The Trustee may
withhold from holders of Subordinated Notes notice of any continuing Event of
Default if it determines that withholding notice is in their interest. The
Company must furnish an annual compliance certificate to the Trustee.
7. TRUSTEE DEALINGS WITH COMPANY. Subject to Sections 608 and 613 of the
Indenture, the Trustee under the Indenture, in its individual or any other
capacity, may make loans to, accept deposits from and perform services for the
Company or its affiliates, and may otherwise deal with the Company or its
affiliates, as if it were not Trustee.
8. NO RECOURSE AGAINST OTHERS. A director, officer, employee or
stockholder, as such, of the Company shall not have any liability for any
obligations of the Company under the Subordinated Notes or the Indenture or for
any claim based on, in respect of or by reason of such obligations or their
creation. Each holder of Subordinated Notes by accepting the Subordinated Note
waives and releases all such liability. The waiver and release are part of the
consideration for the issue of the Subordinated Notes.
THIS SUBORDINATED NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED
IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
THIS SUBORDINATED NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A BANK AND
IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR OTHER
GOVERNMENTAL AGENCY.
This Subordinated Note shall not be valid or obligatory for any purpose
until the certificate of authentication hereon shall have been signed by the
Trustee under the Indenture.
IN WITNESS WHEREOF, Bankers Trust New York Corporation has caused this
instrument to be signed in its corporate name, manually or by facsimile,
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by its Chairman of the Board or one of its Senior Vice Presidents and a
facsimile of its corporate seal to be affixed hereunto or imprinted hereon,
attested by the manual or facsimile signature of its Secretary or one of its
Assistant Secretaries.
BANKERS TRUST NEW YORK
CORPORATION
Attest: _____________________ By: _____________________
Assistant Secretary Senior Vice President
Dated: April 30, 1996
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Subordinated Notes of the series designated herein
referred to in the within-mentioned Indenture.
MARINE MIDLAND BANK,
as Trustee
By:__________________
Authorized Signer
