SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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 6, 1997
BANKERS TRUST NEW YORK CORPORATION
(Exact name of registrant as specified in charter)
New York
(State or other jurisdiction
of incorporation)
1-5920 13-6180473
(Commission File No.) (IRS employer
identification no.)
130 Liberty Street, New York, NY 10006
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
(212) 250-2500<PAGE>
ITEM 5. OTHER EVENTS
(a) On April 6, 1997, Bankers Trust New York
Corporation ("BTNY") and Alex. Brown Incorporated ("AB")
announced that they have signed a definitive agreement to merge
(the "Merger"). The Press Release announcing the signing is
filed herewith as Exhibit 99.1.
(b) On April 7, 1997, BTNY and AB held an investor
and analyst meeting relating to the Merger and filed herewith
as Exhibit 99.2 are the presentation materials used at the
meeting (the "Presentation Materials").
-2-<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits
99.1 Press Release dated April 6, 1997, relating
to the Merger.
99.2 Presentation Materials used at an investor
and analyst meeting relating to the Merger.
-3-<PAGE>
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
BANKERS TRUST NEW YORK
CORPORATION
By: /s/ James T. Byrne, Jr.
Name: James T. Byrne, Jr.
Title: Senior Vice President
Date: April 7, 1997
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EXHIBIT INDEX
Exhibit
No. Description
99.1 Press Release dated April 6, 1997, relating to the
Merger.
99.2 Presentation Materials used at an investor and analyst
meeting relating to the Merger.
-5-
Exhibit 99.1
Corporate Affairs Group, 130 Liberty Street, New York Mailing
Address: P.O. Box 318, Church Street Station, New York, N.Y.
10008-0318
BANKERS TRUST NEW YORK CORPORATION
NEWS RELEASE
For Release: IMMEDIATE
BANKERS TRUST AND ALEX. BROWN AGREE TO MERGE
---
COMBINED FIRM WILL OFFER FULL RANGE OF GLOBAL INVESTMENT
BANKING CAPABILITIES
---
MERGER CREATES THE LEADING FINANCIAL SERVICES FIRM FOR HIGH-
GROWTH COMPANIES
New York, April 6, 1997 -- Bankers Trust New York
Corporation (NYSE: BT) and Alex. Brown Incorporated (NYSE: AB)
announced today that they have signed a definitive agreement to
merge. The combined company will have strong capabilities in
every aspect of financing and advisory services and will be the
pre-eminent provider of these services to growing companies and
those in rapidly changing industries.
Under terms of the agreement approved unanimously by
both boards of directors, each Alex. Brown common share will be
exchanged for 0.83 shares of Bankers Trust common stock. Based
on the April 4 closing price of Bankers Trust and Alex. Brown's
primary shares outstanding, the merger will have a value of
approximately $1.7 billion. On that same basis, Alex. Brown
shareholders will own approximately 20% of Bankers Trust's
shares outstanding after completion of the merger. The trans-
action is expected to be tax-free to shareholders and accounted
for on a pooling-of-interests basis.
"This merger is a superb fit that significantly en-
hances the combined firms' ability to provide our clients with
a full range of superior services around the world," said Frank
Newman, chairman of the board of directors and chief executive
officer of Bankers Trust. "In a single, integrated firm, cli-
ents will have the benefit of Bankers Trust's expertise in syn-
dicated bank lending and high-yield bonds and Alex. Brown's
strength in equities research and underwriting. We will
greatly extend our advisory capabilities by adding Alex.
Brown's merger and acquisition franchise with dynamic growth
companies to BT Wolfensohn's M & A franchise. Alex. Brown's
highly regarded services for high net worth investors offer
significant opportunities to broaden our private banking ac-
tivities.
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-2-
"Alex. Brown is one of the most successful and re-
spected investment banking firms in the country. With this
merger, we gain the leadership, talent and experience of
'Buzzy' Krongard, Mayo Shattuck and some of the best and
brightest people in this business. By accelerating our growth
and expanding our scope of activities, this combination will
offer the talented people in both firms enormous professional
opportunities in the years ahead," concluded Mr. Newman.
A.B. Krongard, chairman of the board of directors and
chief executive officer of Alex. Brown, said: "We are extremely
excited to be joining a firm whose capabilities support and
extend our core strengths. By combining the oldest investment
banking firm in America with a premier global financial insti-
tution known for innovation, we are creating an exceptional
organization ideally positioned to serve our clients. Above
all, our firms share a common culture that prizes integrity,
excellence, and commitment to client service."
Bankers Trust's board of directors intends to elect
Mr. Krongard a director and a vice chairman of the board of
Bankers Trust New York Corporation. He would join the board
after the merger is completed. In addition, Mayo A. Shattuck
III, currently president and chief operating officer of Alex.
Brown, will be named a vice chairman of Bankers Trust New York
Corporation. At the most recent meeting of Bankers Trust New
York Corporation's board of directors, Yves deBalmann, co-head
of investment banking and head of risk management services;
Richard H. Daniel, chief financial officer; and R. Kelly
Doherty, head of sales and trading and the firm's Latin Ameri-
can activities were elected vice chairmen of the Corporation.
Mr. deBalmann and Mr. Shattuck will jointly lead the integra-
tion of the investment banking businesses of the two firms.
Alex. Brown's headquarters will remain in Baltimore.
Bankers Trust and Alex. Brown believe the combined
firm will generate significant additions in revenue from pro-
viding existing clients of the two firms with an expanded range
of services and from the enhanced ability of the merged firms
to attract new clients. In particular, additions are expected
in equity underwriting, trading and sales; in high yield fi-
nance; in risk management; and in mergers, acquisitions and
advisory services. The firms also expect to benefit from the
expanded range of capabilities in private banking, brokerage
and investment management.
The combined company expects to achieve annualized
expense savings of approximately $80 million resulting from
elimination of redundant operations within 12 months of close.
At closing, Bankers Trust expects to recognize a one-time
charge of approximately $80 million for restructuring and re-
lated costs. Bankers Trust believes the transaction will be
accretive to earnings per share in the second year after close.
-more-<PAGE>
-3-
In connection with the transaction, Alex. Brown
granted Bankers Trust an option, exercisable under certain con-
ditions, to acquire shares representing 19.9% of Alex. Brown's
outstanding shares. Bankers Trust has granted Alex. Brown an
option to purchase up to 10% of Bankers Trust's outstanding
stock, exercisable under certain conditions.
The merger, which is expected to be completed by the
fourth quarter of 1997, is subject to customary closing condi-
tions, including certain regulatory approvals and shareholder
approvals.
Bankers Trust is the seventh largest U.S. banking
company with assets of $120 billion and has offices in more
than 55 countries with over 15,000 employees. Through its sub-
sidiaries, which include Bankers Trust Company, BT Securities
Corporation and Bankers Trust International PLC, the firm pro-
vides investment banking, risk management, sales and trading,
investment management and transaction processing services to
more than 11,000 clients worldwide.
In 1996, Bankers Trust ranked as the third largest
underwriter of high yield debt rated single-B and below and was
the second largest arranger of highly leveraged syndicated
loans. Bankers Trust has more than $220 billion of assets un-
der management for institutions, individuals, and families
worldwide. It provides custody services for approximately $1.5
trillion of client assets.
Founded in 1800, Alex. Brown has 2,700 employees in
22 offices in 13 states and the District of Columbia, and rep-
resentative offices in London, Geneva, and Tokyo. In addition
to the company's principal office in Baltimore, Alex. Brown has
offices in New York, San Francisco, Los Angeles, Boston, Chi-
cago, Dallas, Atlanta, Philadelphia and Washington, D.C.
Alex. Brown has approximately 100 equity analysts
covering more than 800 stocks, with more than 1,000 institu-
tional clients and 115,000 high net worth clients. In 1996,
Alex. Brown ranked as the largest underwriter of initial public
offerings in terms of number of transactions and the fifth
largest underwriter by dollar value. The firm was the largest
underwriter of common stock of technology companies, based on
the number of transactions, and the fourth largest underwriter
based on dollar value of transactions. In healthcare, Alex.
Brown was the third largest underwriter of common stock in
terms of number of transactions, and the fourth largest under-
writer based on dollar value. Alex. Brown has $12.5 billion of
assets under management.
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This news release contains estimates of future oper-
ating results for both Bankers Trust New York Corporation and
Alex. Brown Incorporated. These estimates constitute forward-
looking statements (within the meaning of the Private Securi-
ties Litigation Reform Act of 1995), which involve significant
risks and uncertainties. Actual results may differ materially
from the results discussed in these forward-looking statements.
Factors that might cause such a difference include, but are not
limited to: (1) expected cost savings from the merger cannot be
fully realized or realized within the expected time frame; (2)
revenues following the merger are lower than expected; (3) com-
petitive pressures among financial institutions increase sig-
nificantly; (4) costs or difficulties related to the integra-
tion of the business of Bankers Trust and Alex. Brown are
greater than expected; (5) general economic conditions, either
nationally or in the states in which the combined company will
be doing business, are less favorable than expected; and (6)
legislation or regulatory changes adversely affect the businesses
in which the combined company would be engaged.
# # #
For more information, contact Doug Kidd, Bankers
Trust, (212) 250-7225.
This and other press releases are available at http:/
/www.bankerstrust.com/press.
Exhibit 99.2
BANKERS TRUST AND ALEX. BROWN MERGER AGREEMENT
_______________________________________________________________
Analyst Presentation April 7, 1997
[Bankers Trust logo] [Alex. Brown logo]<PAGE>
[Bankers Trust logo]
[Alex. Brown logo]
TRANSACTION TERMS
_______________________________________________________________
<TABLE>
<S> <C>
Terms: 0.83 shares of Bankers Trust
for each share of Alex. Brown
Purchase Price: $1.7 billion(1)
Per Share: $68.27 at 4/4/97 close
Tax & Accounting
Treatment: Tax-free, pooling of interests
Approvals: Customary shareholder and
regulatory approvals
Expected Closing: Fourth quarter 1997
Other: 19.9% option and breakup fees
Strong management and employee
retention program
Alex. Brown Ownership of
Bankers Trust Post Merger: Approximately 20%(1)
(1) Based on 24.9mm Alex. Brown shares outstanding and
Bankers Trust closing price of $82.25 as of 4/4/97.
</TABLE>
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[Bankers Trust logo]
[Alex. Brown logo]
$200+MM RETENTION AND ALIGNMENT PLAN
_______________________________________________________________
- Covers key senior management and top producers
- Includes restricted stock/option awards & cash guarantees
- Employment agreements with top 20
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[Bankers Trust logo]
[Alex. Brown logo]
TRANSACTION RATIONALE
_______________________________________________________________
To make one-stop shopping a reality for Bankers Trust and
Alex. Brown's clients
- Alex. Brown's superior equity origination,
research and distribution
- Bankers Trust's structured debt financing
The combined firm will offer a full range of financial
products, advisory services, and industry expertise to its
targeted clients around the world.
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[Bankers Trust logo]
[Alex. Brown logo]
STRATEGIC RATIONALE FOR TRANSACTION
_______________________________________________________________
Complementary Business Mix
[CHART OMITTED: The following was contained within
a triangle shape.]
Leading
Investment Bankers
to Rapidly Growing or
Changing Companies
Corporate Finance US Equity for
Risk Management Growing Companies
BANKERS ALEX.
TRUST High Yield Debt & Research BROWN
BRINGS Securities Depth BRINGS
Global Reach Industry Focus
Premier M&A M&A for Growth Companies ALEX.
BANKERS Capital BROWN
TRUST BRINGS
BRINGS Private Banking Private Client Brokerage
-5-<PAGE>
[Bankers Trust logo]
[Alex. Brown logo]
KEY BENEFITS OF TRANSACTION
_______________________________________________________________
- Similar focus on rapidly growing or changing companies;
little client overlap
- Highly complementary product strengths and skills in
investment banking
- Alex. Brown's established industry expertise provides
strong positioning in key growth sectors
- Bankers Trust's global capabilities, local presence in 50
countries and capital base benefit Alex. Brown's clients
- Private Client business adds significant presence with
affluent individual investors
- Excellent cultural fit; Alex. Brown's management retained
- Transaction expected to add to E.P.S. in second year after
closing
-6-<PAGE>
[Bankers Trust logo]
[Alex. Brown logo]
BANKERS TRUST'S NEW ORGANIZATION
_______________________________________________________________
- Organization
- Board of Directors
- Management Roles
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[Bankers Trust logo]
[Alex. Brown logo]
DESCRIPTION OF ALEX. BROWN
________________________________________________________________
National firm specializing in Equities and M&A for high growth
and mid-cap companies in selected industries
- #1 in IPOs based on number of deals completed
- 52% of total revenues from capital markets
- In-depth research capabilities focused on major industry
sectors
- More than 115,000 individual clients
- Well managed
- High ROE
- Strong reputation
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[Bankers Trust logo]
[Alex. Brown logo]
ALEX. BROWN'S FINANCIAL SNAPSHOT
________________________________________________________________
<TABLE>
<CAPTION>
COMPOUND
GROWTH
($ millions) 1992 1993 1994 1995 1996 92-96
---------------------------------- ---------
<S> <C> <C> <C> <C> <C> <C>
Net revenues $445 $613 $584 $773 $1,009 23%
Net income 59 89 71 96 154 27%
Assets (12/31) 1,085 1,283 1,346 2,197 2,542 24%
Common equity
(12/31) 274 346 373 489 644 24%
Return on
average
equity 24% 29% 20% 22% 27% 24%<F1>
Compensation/
Revenue 56% 56% 56% 56% 55% 56%<F1>
<FN>
<F1> Five Year Average
</FN>
</TABLE>
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[Bankers Trust logo]
[Alex. Brown logo]
ALEX. BROWN'S BUSINESSES
____________________________________________________________________________
RESEARCH INVESTMENT BANKING EQUITY SALES AND TRADING
- 95 analysts - Industry focused - Over 1,000 institutional
- Coverage of 829 - 152 professionals clients
stocks - IPO leader
- Key industries - M&A: mainly sellside
- technology - Small private equity/
- consumer venture capital group
- healthcare
- media/
communications
- financial
services
- industrial growth
(e.g., specialty
manufacturing)
- transportation
FIXED INCOME PRIVATE CLIENT SERVICES ASSET MANAGEMENT
- Investment-grade - 454 IRs in 19 offices - Total AUM: $12.5 billion
debt - Avg. production 1.9x - "Flag" Investors Family
- REITs industry ($799 M) of Funds
- Municipal/Public - Corporate and Executive
Finance Services Division
- Mortgage-Backed - Corresponent Services for
Securities 44 investment firms
- Largest Offices:
- San Francisco
- Baltimore
- Boston
- New York
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[Bankers Trust logo]
[Alex. Brown logo]
ALEX. BROWN'S RESULTS BY BUSINESS LINE
_______________________________________________________________________
<TABLE>
<CAPTION>
($ Millions)
REVENUE INCOME BEFORE TAX
BUSINESS LINE: 1994 1995 1996 1994 1995 1996
---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C>
Equity Underwriting, $170 $277 $389
Sales & Trading
M&A 63 67 92
Other Capital Markets 57 41 52
---- ---- ---- ---- ---- ----
TOTAL CAPITAL MARKETS $290 $385 $533 $80 $118 $175
Private Client Services 203 291 362 17 46 72
Asset Management 30 39 53 6 8 11
Correspondent Services 34 44 59 12 17 26
Other 49 50 52 4 (31) (25)
==== ==== ====== ==== ==== ====
TOTAL $606 $809 $1,059 $119 $157 $259
</TABLE>
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[Bankers Trust logo]
[Alex. Brown logo]
ALEX. BROWN'S COMPETITIVE POSITION BY SECTOR
________________________________________________________________
RANKING BY INDUSTRY SECTORS (1996)
<TABLE>
<CAPTION>
COMMON STOCK M&A
---------------- --------------
BY BY BY BY
VALUE ISSUES VALUE DEALS
------- -------- ------- -------
<S> <C> <C> <C> <C>
Technology #4 #1 #17 #4
Healthcare 4 3 18 4
Consumer 10 6 21 10
Media/Communications 6 7 21 4
Financial Services 12 7 16 4
Manufacturing 11 4 >25 --
Transportation 3 1 21 10
</TABLE>
Source: Securities Data Corp.
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[Bankers Trust logo]
[Alex. Brown logo]
ALEX. BROWN'S EQUITY UNDERWRITING
MARKET SHARE (1993-1996)
_______________________________________________________________
Lead Managed Total Equity Market Share Based on $ amount
[Graph Omitted]
<TABLE>
<S> <C>
1993 2.7%
1994 2.9%
1995 3.9%
1996 4.9%
</TABLE>
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[Bankers Trust logo]
[Alex. Brown logo]
ALEX. BROWN'S IPO RANKING
________________________________________________________________
Lead Managed Initial Public Offerings - Ranked by Total Proceeds
<TABLE>
<CAPTION>
1996 1995
No. of Total No. of Total
Manager Deals Proceeds Manager Deals Proceeds
------- ------ -------- ------- ------ --------
<S> <C> <C> <S> <C> <C>
Goldman, Sachs 1 1 Goldman, Sachs 1 1
Morgan Stanley 3 2 Morgan Stanley 3 2
Merrill Lynch 4 3 Merrill Lynch 5 3
Smith Barney 6 4 Smith Barney 5 4
ALEX. BROWN 1 5 CS First Boston 10 5
DLJ 9 6 DLJ 7 6
Lehman 7 7 Robertson, Stephen 2 7
CS First Boston 13 8 ALEX. BROWN 3 8
J.P. Morgan 16 9 PaineWebber 11 9
Salomon Brothers 11 10 Salomon Brothers 13 10
<CAPTION>
1994
No. of Total
Manager Deals Proceeds
------- ------ --------
<S> <C> <C>
Goldman, Sachs 2 1
Merrill Lynch 2 2
Morgan Stanley 1 3
Smith Barney 6 4
Kidder, Peabody 11 5
Lehman 5 6
CS First Boston 8 7
DLJ 7 8
ALEX. BROWN 4 9
Oppenheimer 13 10
</TABLE>
Source: Equidesk, Inc.
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[Bankers Trust logo]
[Alex. Brown logo]
ALEX. BROWN'S AFTER-MARKET PERFORMANCE
_______________________________________________________________
After-Market Performance of Lead Managed IPOs - 1992-1996
[Graph Omitted]
[A performance graph the X-axis of which is the number of deals
and the Y-axis of which is the percentage after-market performance of
lead managed IPOs for the following institutions (listed from left to
right):]
Number of Percentage Aftermarket
Deals Performance
Bear Stearns 53 44.60
Salomon Brothers 62 28.29
PaineWebber 69 42.99
CSFB 80 46.69
H&Q 93 67.76
Robertson Stephens 104 50.15
DLJ 107 46.88
Montgomery 115 79.59
Lehman 118 63.68
Smith Barney 125 50.55
Merrill Lynch 141 63.37
Morgan Stanley 144 101.27
Goldman, Sachs 153 71.85
ALEX. BROWN 156 103.34
Source: Equidesk, Inc.
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[Bankers Trust logo]
[Alex. Brown logo]
ALEX. BROWN'S PRIVATE CLIENT DIVISION
_______________________________________________________________
Statistical Highlights
- 454 Investment Representatives (IRs) in 19 Offices
- 115,000 Active Clients
- Margin Loans of $1.2 Billion
- $35.6 Billion in Street Name Assets
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[Bankers Trust logo]
[Alex. Brown logo]
PRIVATE CLIENT INVESTMENT REPRESENTATIVE
PRODUCTIVITY
_______________________________________________________________
Average Production (000's)
[Graph Omitted]
<TABLE>
<CAPTION>
1994 1995 1996
<S> <C> <C> <C>
ALEX. BROWN $485 $636 $799
STREET AVERAGE 279 334 420
</TABLE>
Source: Securities Industry Association
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[Bankers Trust logo]
[Alex. Brown logo]
COMBINED 1996 FINANCIALS<F1>
________________________________________________________________
<TABLE>
<CAPTION>
($ millions, except per share BANKERS ALEX.
amounts) TRUST BROWN COMBINED
------- ----- --------
<S> <C> <C> <C>
Net Revenue $4,160 $1,009 $5,169
Pre-Tax Earnings 872 259 1,131
Net Income $612 $154 $766
Effective Tax Rate 30% 41% 32%
E.P.S. (fully diluted) $6.74 $5.51 $6.50
Return on Avg. Common Equity 12.9% 27.2% 14.5%
Total Assets (12/31/96) $120,235 $2,542 $122,777
Shareholders' Equity (12/31/96) $5,234 $644 $5,878
Tier 1 Risk Based Capital 8.7% >9.0%
Capital/Capital Uses 159% 289% 185%
Ineligible Revenue/Total Revenue<F2> 10% 40% 20%
<FN>
<F1> For illustrative purposes only as reported
<F2> Unadjusted for interest factoring
</FN>
</TABLE>
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[Bankers Trust logo]
[Alex. Brown logo]
FINANCIAL BENEFITS
_______________________________________________________________
- Revenue enhancements
- Expense savings
- Capital utilization
- Tax efficiencies
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[Bankers Trust logo]
[Alex. Brown logo]
E.P.S. IMPACT OF MERGER
________________________________________________________________
[GRAPH OMITTED]
<TABLE>
<CAPTION>
CLOSING YEAR 1 YEAR 2 YEAR 3
<S> <C> <C> <C> <C>
ESTIMATED DILUTION
BEFORE MERGER BENEFITS
COST SAVINGS
RETENTION EXPENSE
ASSET GROWTH/FUNDING
EFFICIENCY
TAX EFFICIENCIES
SUB-TOTAL
INCREMENTAL REVENUES
NET OF INCREMENTAL
EXPENSES
TOTAL BENEFIT
ONE-TIME RESTRUCTURING
& RELATED COSTS
</TABLE>
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[Bankers Trust logo]
[Alex. Brown logo]
REVENUE OPPORTUNITIES FROM EXISTING CLIENTS
_______________________________________________________________
($ millions)
<TABLE>
<CAPTION>
BUSINESS POTENTIAL REVENUE<F1> COMMENTS
<S> <C> <C>
Equities $45-$90 Additional net underwriting
revenues
High Yield $30-$50 Additional net underwriting
revenues
M&A $10-$15 Added industry expertise
for Bankers Trust, added
global reach and scope for
Alex. Brown
Risk Management $20-$40 New opportunities in equity
derivatives from strong
sales and trading
capabilities
Margin Lending $5 Greater lending capacity
Private Banking,
Brokerage, Invest-
ment Management $10-$20 Product cross selling
opportunities
Total Revenues $120-$220
Less: Incremental
expenses $55-$100
PRE-TAX IMPACT $65-$120
<FN>
<F1> Annualized run rate of incremental net revenues within 24
months of close
</FN>
</TABLE>
-21-<PAGE>
[Bankers Trust logo]
[Alex. Brown logo]
POTENTIAL EXPENSE SAVINGS
________________________________________________________________
($ millions)
<TABLE>
<CAPTION>
<S> <C>
AREA AMOUNT<F1>
Investment Banking $40-$50
Other Businesses $15-$20
Corporate & Other $15-$20
Total Pre-Tax Impact $80
<FN>
<F1> Annualized run rate of expense savings within 12
months of close.
</FN>
</TABLE>
-22-<PAGE>
[Bankers Trust logo]
[Alex. Brown logo]
E.P.S. IMPACT OF MERGER<F1>
___________________________________________________________________
[GRAPH OMITTED]
<TABLE>
<CAPTION>
CLOSING YEAR 1 YEAR 2 YEAR 3
<S> <C> <C> <C> <C>
ESTIMATED DILUTION
BEFORE MERGER BENEFITS X
COST SAVINGS X $0.25 $0.50 $0.50
RETENTION EXPENSE X (0.20) (0.25) (0.15)
ASSET GROWTH/FUNDING
EFFICIENCY X 0.25 0.25 0.25
TAX EFFICIENCIES X 0.20 0.20 0.20
SUB-TOTAL X 0.50 0.70 0.80
INCREMENTAL REVENUES 0.10-0.20 0.20-0.40 0.40-0.70
NET OF INCREMENTAL
EXPENSES X
TOTAL BENEFIT X $0.60-0.70 $0.90-1.10 $1.20-1.50
ONE-TIME RESTRUCTURING
& RELATED COSTS $(0.50) X X X
<FN>
<F1>Based on estimated fully diluted shares
</FN>
</TABLE>
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[Bankers Trust logo]
[Alex. Brown logo]
SUMMARY
_______________________________________________________________
- Leading investment bank franchise offering clients:
- full range of financial services
- industry focus and research depth
- local strength and global presence
- Enhanced capital strength
- Increased distribution
- Platform for growth
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[Bankers Trust logo]
[Alex. Brown logo]
FORWARD-LOOKING INFORMATION
_______________________________________________________________
This presentation contains estimates of future operating
results for both Bankers Trust Company and Alex. Brown
Incorporated. These estimates constitute forward-looking
statements (within the meaning of the Private Securities
Litigation Reform Act of 1995), which involve significant risks
and uncertainties. Actual results may differ materially from
the results discussed in these forward-looking statements.
Factors that might cause such a difference include, but are not
limited to: (1) expected cost savings from the merger cannot
be fully realized or realized within the expected time frame;
(2) revenues following the merger are lower than expected; (3)
competitive pressures among financial institutions increase
significantly; (4) costs or difficulties related to the
integration of the business of Bankers Trust and Alex. Brown
are greater than expected; (5) general economic conditions,
either nationally or in the states in which the combined
company will be doing business, are less favorable than
expected; and (6) legislation or regulatory changes adversely
affect the businesses in which the combined company would be
engaged.
-25-<PAGE>
[Bankers Trust logo]
[Alex. Brown logo]
