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FILED PURSUANT TO RULE 424(b)(3)
PROSPECTUS REGISTRATION NO. 333-08549
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 February 12, 1997, the last reported sale price of the Common Stock
was $91.25 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 February 14, 1997.
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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. The
Commission maintains on the World Wide Web a site that contains reports, proxy
and information statements and other information regarding registrants that
file with the Commission with an address of http://www.sec.gov. 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 Reports on Form 10-Q (file number 1-5920)
for the quarters ended March 31, June 30 and September 30, 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, July
22, July 26, August 1, October 3, October 17, October 22, November 19,
December 9, 1996 and January 23, 1997; 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.
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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.
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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.
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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 December 31, 1996, the Corporation had
consolidated total assets of $120.2 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 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.
WOLFENSOHN MERGER
On May 21, 1996, the Corporation entered into a definitive agreement pursuant
to which Wolfensohn & Co., Inc., a Delaware corporation ("Wolfensohn"), merged
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 called 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 resulted 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, which closed on August 1, 1996. On February 6, 1997, the
Corporation issued an additional 14,678 Shares pursuant to the merger
agreement.
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".
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SELLING SHAREHOLDERS
The Shares are being offered for the account of the selling shareholders of
Bankers Trust New York Corporation named below and certain of their transferees
(the "Selling Shareholders"). Each of the Selling Shareholders may offer its
Shares in separate transactions or in a single transaction. The Shares were
issued by the Corporation to the Selling Shareholders in connection with the
Merger. Shares were also 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.
An aggregate of 2,896,154 shares of Common Stock were issued in connection
with the Merger. 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 and certain of their transferees. Upon consummation of the
Merger, no Selling Shareholder held 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 then current chairman of Wolfensohn, joined the Board of
Directors of the Corporation and BTCo. In addition, Mr. Volcker serves as a
consultant to the Chairman and other senior executives of the Corporation.
Raymond L. Golden, the then current president of Wolfensohn, became chairman
of the BT Wolfensohn Group. Jeffrey A. Goldstein and Glen S. Lewy, the then
current vice chairmen of Wolfensohn, became vice chairmen of the BT Wolfensohn
Group, and each of the three serve as Senior Vice Presidents of the Corporation
and are on its Management Committee. The six other partners of Wolfensohn
joined BT Securities Corporation as managing directors and members of the BT
Wolfensohn Group.
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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 January 31, 1997, there were outstanding
79,013,162 shares of the Corporation's Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time directly or indirectly by or on
behalf of one or more of the Selling Shareholders or their transferees 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. The Selling Shareholders or
their transferees may from time to time deliver all or a portion of the Shares
to cover a short sale or sales or upon exercise of a put equivalent position.
The Selling Shareholders or their transferees may enter into option or other
derivative transactions with broker-dealers and the broker-dealers may engage
in short sales of the Shares in the course of hedging the positions they assume
with such Selling Shareholder or transferee. Such derivative transactions may
result in (1) delivery of all or a portion of the Shares by the Selling
Shareholder or transferee to the broker-dealer which may then resell or
otherwise transfer such Shares and (2) delivery of all or a portion of the
Shares by the broker-dealer to cover short sales or obligations resulting from
borrowing shares of Common Stock in connection with the short sales. 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, their transferees who sell Shares hereunder 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
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Securities Act. To the extent a Selling Shareholder or transferee 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 (or their transferees)
and any such dealers. The Selling Shareholders (or their transferees) may, from
time to time, authorize dealers, acting as the Selling Shareholders' (or
transferees') agents, to solicit offers to purchase Shares upon the terms and
conditions set forth in any supplemental Prospectus.
The Selling Shareholders, their transferees 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 (or any substitute
rule or regulation, including Regulation M), which provisions may limit the
timing of purchases and sales of any of the Shares by the Selling Shareholders,
their transferees 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.
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