<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 5, 1997
REGISTRATION NO. 333-
POST-EFFECTIVE AMENDMENT NO. 1 TO REGISTRATION STATEMENT NOS. 333-15089 AND
333-15089-01 THROUGH -04
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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)
NEW YORK 13-6180473
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
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)
Copies to
<TABLE>
<S> <C> <C>
GORDON S. CALDER, JR., ESQ. ROBERT E. BUCKHOLZ, JR., ESQ. KEVIN KEOGH, ESQ.
MELVIN A. YELLIN, ESQ. SULLIVAN & CROMWELL WHITE & CASE
BANKERS TRUST NEW YORK CORPORATION 125 BROAD STREET 1155 AVENUE OF THE AMERICAS
130 LIBERTY STREET NEW YORK, NEW YORK 10004 NEW YORK, NEW YORK 10036
NEW YORK, NEW YORK 10006 (212) 558-4000 (212) 819-8200
(212) 250-2500
</TABLE>
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENTS FOR SERVICE)
--------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
--------------
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 of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [X]
--------------
CALCULATION OF REGISTRATION FEE
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- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED REGISTERED PER UNIT OFFERING PRICE FEE
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Debt Securities, Common
Stock(1), Series
Preferred Stock and
Depositary Shares.... (2)(3)(4)(7)(8) (4)(5) $3,080,000,000(4)(5)(6)(8) $909,091(8)
</TABLE>
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- -------------------------------------------------------------------------------
(1) Includes Series C Junior Participating Preferred Stock Purchase Rights.
Prior to the occurrence of certain events, the Series C Junior
Participating Preferred Stock Purchase Rights will not be evidenced
separately from the shares of common stock, par value $1.00 per share (the
"Common Stock").
(2) There are being registered hereunder such indeterminate number of shares
of Common Stock and series preferred stock, without par value (the "Series
Preferred Stock"), and such principal amount of debt securities of the
Registrant ("Debt Securities"), as may from time to time be issued at
indeterminate prices, but with an aggregate initial offering price not to
exceed $3,080,000,000 (or the equivalent thereof in any other currency or
currency unit). If any Debt Securities are issued at an original issue
discount, the principal amount registered hereunder shall be increased to
the extent necessary such that the aggregate initial offering price of all
securities registered hereunder shall be equivalent to $3,080,000,000.
(3) There are also being registered hereunder an indeterminate number of
depositary shares to be evidenced by depositary receipts issued pursuant
to one or more deposit agreements. If the Registrant elects to offer to
the public fractional interests in shares of the Series Preferred Stock
registered hereunder, depositary receipts will be distributed to those
persons purchasing such fractional interests and such shares of such
Series Preferred Stock will be issued to the depositary under the
applicable deposit agreement.
(4) Not specified as to each class of securities to be registered pursuant to
General Instruction II.D of Form S-3 under the Securities Act of 1933, as
amended (the "Securities Act").
(5) The proposed maximum offering price per unit will be determined from time
to time by the Registrant in connection with, and at the time of, the
issuance by the Registrant of the securities registered hereunder.
(6) Estimated solely for the purpose of calculating the registration fee.
(7) There are also being registered hereunder an indeterminate amount of
securities that are to be offered or sold in connection with market making
activities by affiliates of the Registrant, including BT Securities
Corporation.
(8) $80,000,000 of securities are being included in this Registration
Statement pursuant to Rule 429. A registration fee of $24,243 has been
paid with respect to such securities.
Pursuant to Rule 429 under the Securities Act, the Prospectus included in
this Registration Statement relates to the unsold Debt Securities having an
aggregate principal amount of $80,000,000 that were previously registered by
the Registrant under Registration Statement Nos. 333-15089 and 333-15089-01
through -04 on Form S-3 (effective January 31, 1997). This Registration
Statement constitutes Post-Effective Amendment No. 1 to such prior
registration statement. Such post-effective amendment shall hereafter become
effective in accordance with Section 8(c) of the Securities Act concurrently
with the effectiveness of this Registration Statement.
--------------
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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<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 ISSUE DATE: AUGUST 5, 1997
PROSPECTUS
U.S.$3,080,000,000
BANKERS TRUST NEW YORK CORPORATION
LOGO
DEBT SECURITIES, COMMON STOCK, SERIES PREFERRED STOCK AND DEPOSITARY SHARES
Bankers Trust New York Corporation (the "Corporation") may offer from time to
time up to U.S.$3,080,000,000 aggregate initial offering price, or its
equivalent (based on the applicable exchange rate at the time of offering) in
such other currencies or currency units as shall be designated by the
Corporation at the time of offering, of one or more series of debt securities
(the "Debt Securities"), common stock, par value $1.00 per share (the "Common
Stock"), or one or more series of series preferred stock, without par value
(the "Series Preferred Stock"), interests in which may be represented by
depositary shares (the "Depositary Shares"). The Debt Securities may be senior
debt securities (the "Senior Debt Securities") or subordinated debt securities
(the "Subordinated Debt Securities"). Debt Securities, Common Stock, Series
Preferred Stock and Depositary Shares (collectively, the "Offered Securities")
will be offered on terms to be determined at the time of offering. If Debt
Securities are offered, the specific title, the aggregate principal amount, the
initial public offering or purchase price, the maturity date, the rate and time
of payment of any interest, any redemption provisions, any terms of conversion
or exchange and any other terms of the offering of such Debt Securities will be
set forth in the accompanying supplement to this Prospectus (the "Prospectus
Supplement"). If Common Stock is offered, the applicable Prospectus Supplement
will set forth the number of shares of Common Stock, the initial public
offering or purchase price and any other terms of the offering. If Series
Preferred Stock is offered, the applicable Prospectus Supplement will set forth
the specific title, aggregate number of shares of Series Preferred Stock and
aggregate number of related Depositary Shares, if any, any dividend,
liquidation, redemption, conversion, exchange, voting or other rights, the
initial public offering or purchase price and any other terms of the offering.
The Offered Securities may be sold either separately or together as units and
may be sold by the Corporation directly or through agents or dealers. In
addition, the Offered Securities may be sold to or through underwriting
syndicates led by one or more managing underwriters or through one or more
underwriters acting alone pursuant to offering terms fixed at the time of
offering. The agents and dealers or underwriters in connection with the sale of
any Offered Securities will be set forth in the applicable Prospectus
Supplement.
The Senior Debt Securities, when issued, will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Corporation. The Subordinated
Debt Securities, when issued, will be unsecured and subordinated as described
herein under "Description of Offered Securities--Description of Debt
Securities--Subordination." Payment of the principal of the Subordinated Debt
Securities may be accelerated only in the case of certain events involving the
bankruptcy, insolvency or reorganization of the Corporation. There will be no
right of acceleration of payment of Subordinated Debt Securities in the case of
a default in the performance of any covenant of the Corporation, including the
payment of principal or interest. See "Description of Offered Securities--
Description of Debt Securities--Events of Default--Subordinated Debt
Securities."
-----------
THE OFFERED SECURITIES WILL NOT BE DEPOSITS OR OTHER OBLIGATIONS OF A BANK
AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION
OR ANY OTHER GOVERNMENTAL AGENCY.
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.
-----------
Following the initial distribution of any Offered Securities, BT Securities
Corporation ("BT Securities") and other affiliates of the Corporation may offer
and sell such securities in the course of their business as broker-dealers. BT
Securities and such other affiliates may act as principal or agent in such
transactions. This Prospectus and the applicable Prospectus Supplement may be
used by BT Securities and such other affiliates in connection with such
transactions. Such sales, if any, will be made at varying prices related to
prevailing market prices at the time of sale.
The date of this Prospectus is , 1997.
<PAGE>
FOR NORTH CAROLINA INVESTORS: THE COMMISSIONER OF INSURANCE OF THE STATE OF
NORTH CAROLINA HAS NOT APPROVED OR DISAPPROVED THIS OFFERING, NOR HAS THE
COMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT.
AVAILABLE INFORMATION
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 Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Corporation can be inspected and
copied at the Commission's office at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices in New York
(Seven World Trade Center, Suite 1300, New York, New York 10048) and Chicago
(500 West Madison Street, Suite 1400, Chicago, Illinois 60661). 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 also maintains a site on the World Wide Web, the address of which is
http://www.sec.gov, that contains reports, proxy statements and other
information regarding issuers, such as the Corporation, that file
electronically with the Commission. In addition, such material can be inspected
at the office of the New York Stock Exchange, Inc., and the office of the
American Stock Exchange, Inc. on which certain securities of the Corporation
are listed. This Prospectus does not contain all of the information set forth
in the registration statement of which this Prospectus is a part (the
"Registration Statement"), which the Corporation has filed with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), and to
which reference is hereby made, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
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, 1996, 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, 1997, filed pursuant to Section 13 of the
Exchange Act;
(c) The Corporation's Current Reports on Form 8-K (file number 1-5920)
filed on January 23, March 14 (as amended by the Form 8-K/A filed on June
18), April 7, April 17, May 1, June 13 and July 17 (as amended by the Form
8-K/A filed on July 18), 1997 pursuant to Section 13 of the Exchange Act;
and
(d) The description of the Corporation's Common Stock set forth in the
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 Offered Securities shall be
deemed to be incorporated by reference into this Prospectus. In addition, all
documents filed by the Corporation pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of the initial Registration Statement
and prior to effectiveness of the Registration Statement shall be deemed to be
incorporated by reference into this Prospectus. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein or in
any accompanying Prospectus Supplement 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.
Any person to whom a copy of this Prospectus is delivered 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
2
<PAGE>
documents (unless such exhibits are specifically incorporated by reference into
such documents). 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.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE OFFERED
SECURITIES, INCLUDING TRANSACTIONS ON THE NEW YORK STOCK EXCHANGE, AMERICAN
STOCK EXCHANGE OR OTHERWISE. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN
OF DISTRIBUTION."
----------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLEMENT, 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 PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE OR
AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE
UNLAWFUL OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR, IN THE CASE
OF INFORMATION INCORPORATED HEREIN OR THEREIN 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, 1997, the Corporation had consolidated
total assets of $128.9 billion. The Corporation's principal banking subsidiary
is Bankers Trust Company ("Bankers"). Bankers, 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, Australia/New Zealand, Asia, Latin
America 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. Bankers originates loans and other forms of
credit, accepts deposits, arranges financings and provides numerous other
commercial banking and financial services. Bankers also provides a broad range
of financial advisory services to its clients and engages in the proprietary
trading of currencies, securities, derivatives and commodities.
The Corporation is a legal entity separate and distinct from its
subsidiaries, including Bankers. 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
In April 1997, the Corporation, the parent of BT Securities, announced an
agreement to acquire Alex. Brown Incorporated ("ABI"), the parent of Alex.
Brown & Sons Incorporated ("ABSI"). The acquisition will be effected by the
merger of ABI with and into a wholly owned subsidiary of the Corporation, which
company will be renamed BT Alex. Brown Holdings Incorporated ("Merger Sub").
Through a contribution of BT Securities' stock by the Corporation, Merger Sub
will become the immediate parent of BT Securities. At the same time, ABSI will
be merged into BT Securities, which will be the surviving corporation and which
will be renamed "BT Alex. Brown Incorporated." The merger of ABI into Merger
Sub and the merger of ABSI into BT Securities are together referred to as the
"Mergers." As a result of the Mergers, BT Alex. Brown Incorporated will be a
direct wholly owned subsidiary of Merger Sub and an indirect wholly owned
subsidiary of the Corporation. The Mergers are subject to approval of the
Corporation's and ABI's shareholders and certain regulatory agencies. It is
currently anticipated that the Mergers will occur by the fourth quarter of
1997. Additional information with respect to the Mergers is set forth in the
Corporation's Current Report on Form 8-K filed on April 7, 1997, and the
Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31,
1997, which are incorporated herein by reference.
4
<PAGE>
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------ JUNE 30,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.......... 1.44 1.71 1.28 1.08 1.21 1.29
Including Interest on Deposits.......... 1.28 1.48 1.21 1.06 1.16 1.20
</TABLE>
For purposes of computing these consolidated ratios, earnings represent
income before income taxes, cumulative effects of accounting changes and equity
in undistributed income of unconsolidated subsidiaries and affiliates, plus
fixed charges excluding capitalized interest. Fixed charges represent all
interest expense (ratios are presented both excluding and including interest on
deposits), the portion of net rental expense which is deemed representative of
the interest factor, the amortization of debt issuance expense and capitalized
interest.
CONSOLIDATED RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------ JUNE 30,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.......... 1.41 1.69 1.27 1.05 1.19 1.27
Including Interest on Deposits.......... 1.26 1.47 1.20 1.04 1.14 1.19
</TABLE>
For purposes of computing these consolidated ratios, earnings represent
income before income taxes, cumulative effects of accounting changes and equity
in undistributed income of unconsolidated subsidiaries and affiliates, plus
fixed charges excluding capitalized interest. Fixed charges represent all
interest expense (ratios are presented both excluding and including interest on
deposits), the portion of net rental expense which is deemed representative of
the interest factor, the amortization of debt issuance expense and capitalized
interest. Fixed charges are then combined with preferred stock dividend
requirements, adjusted to a pretax basis, on the outstanding preferred stock.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of the Offered Securities will be used for general
corporate purposes, including investments in, or extensions of credit to, the
Corporation's subsidiaries. Except as described in the applicable Prospectus
Supplement, specific allocations of the proceeds to such purposes have not been
made, although management will have determined at the date of the applicable
Prospectus Supplement that funds should be borrowed at that time. The precise
amount and timing of such investments in, or extensions of credit to,
subsidiaries will depend on the subsidiaries' funding requirements and the
availability of other funds. Pending such applications, such net proceeds may
be temporarily invested or applied to the reduction of short-term indebtedness.
DESCRIPTION OF OFFERED SECURITIES
DESCRIPTION OF DEBT SECURITIES
Senior Debt Securities may be issued from time to time in one or more series
under an Indenture, dated as of November 1, 1991, between the Corporation and
The Chase Manhattan Bank (formerly The Chase Manhattan Bank (National
Association)), as Trustee (the "Senior Trustee"), as amended (as so amended and
as further amended from time to time, the "Senior Indenture"). Subordinated
Debt Securities may be issued from time to time in one or more series under an
Indenture, dated as of April 1, 1992, between the
5
<PAGE>
Corporation and Marine Midland Bank (formerly Marine Midland Bank, N.A.) as
Trustee (the "Subordinated Trustee"), as amended (as so amended and as further
amended from time to time, the "Subordinated Indenture"). The Senior Indenture
and the Subordinated Indenture are referred to collectively as the
"Indentures," and the Senior Trustee and the Subordinated Trustee are referred
to collectively as the "Trustees." As used under this caption, unless the
context otherwise requires, "debt securities" in lower case refers to all debt
securities issued or issuable, as the case may be, under the Indentures, and
"Debt Securities" refers to the debt securities covered by this Prospectus and
any accompanying Prospectus Supplement.
The statements under this caption are brief summaries of certain provisions
contained in the Indentures, do not purport to be complete, and are qualified
in their entirety by reference to the Indentures, including the definitions
therein of certain terms, copies of which are filed or incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
a part. The Debt Securities may be offered alone or with other Offered
Securities.
General
Each Indenture provides for the issuance of debt securities in one or more
series, and does not limit the principal amount of debt securities that may be
issued thereunder.
Reference is made to the applicable Prospectus Supplement for the following
terms of the Debt Securities being offered hereby: (1) the specific title of
the Debt Securities; (2) whether the Debt Securities are Senior Debt Securities
or Subordinated Debt Securities; (3) the aggregate principal amount of the Debt
Securities; (4) the percentage of their principal amount at which the Debt
Securities will be issued; (5) the date on which the Debt Securities will
mature; (6) whether the Debt Securities will bear interest and, if so, the rate
or rates per annum or the method for determining the rate or rates at which the
Debt Securities will bear interest; (7) any index, security, commodity, group
of securities or commodities or formula used to determine the amount of
principal of, or premium, if any, and interest, if any, on, the Debt
Securities; (8) the time or times at which any such principal, premium or
interest will be payable; (9) any provisions relating to optional or mandatory
redemption of the Debt Securities; (10) the denominations in which the Debt
Securities are authorized to be issued; (11) the place or places at which, the
period or periods within which, the price or prices at which and the terms and
conditions, if any, upon which the Debt Securities may be exchanged for or
converted into other securities of the Corporation, including other Debt
Securities, Series Preferred Stock and Common Stock; (12) the currency or units
of two or more currencies in which the Debt Securities are denominated, if
other than U.S. dollars, and the currency or units of two or more currencies in
which interest is payable if other than the currency or unit of two or more
currencies in which the Debt Securities are denominated; (13) the place or
places at which the Corporation will make payments of principal, premium, if
any, and interest, if any, and the method of such payment; (14) whether the
Debt Securities will be issued, in whole or in part, in the form of one or more
Global Securities (as hereinafter defined) and, in such case, the depository
for such Global Security or Global Securities; (15) the person to whom any Debt
Security of such series will be payable, if other than the person in whose name
that Debt Security (or one or more Predecessor Securities (as defined in the
applicable Indenture)) is registered at the close of business on the Regular
Record Date (as defined in the applicable Indenture) for such interest; (16)
the extent to which, or the manner in which, any interest payable on a Global
Security on an Interest Payment Date (as defined in the applicable Indenture)
will be paid; (17) any additional covenants and Events of Default (as defined
in the applicable Indenture) and the remedies with respect thereto not set
forth in the applicable Indenture; and (18) any other specific terms of the
Debt Securities.
Subordination
Unless otherwise indicated in the applicable Prospectus Supplement, the
Subordinated Debt Securities will be subject to the subordination provisions
set forth in the Subordinated Indenture and described below.
The payment of the principal of, and premium, if any, and interest, if any,
on, the Subordinated Debt Securities will, to the extent set forth in the
Subordinated Indenture, be subordinated in right of payment to
6
<PAGE>
the prior payment in full of all Senior Indebtedness (as defined below). In
certain events of insolvency, the payment of the principal of, and premium, if
any, and interest, if any, on, the Subordinated Debt Securities will, to the
extent set forth in the Subordinated Indenture, also be effectively
subordinated in right of payment to the prior payment in full of all Other
Financial Obligations (as defined below). Upon any payment or distribution of
assets to creditors upon any liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors, marshalling of assets
or any bankruptcy, insolvency or similar proceedings of the Corporation, the
holders of all Senior Indebtedness will first be entitled to receive payment in
full of all amounts due or to become due thereon before the holders of the
Subordinated Debt Securities will be entitled to receive any payment in respect
of the principal of, premium, if any, or interest, if any, on the Subordinated
Debt Securities. If upon any such payment or distribution of assets to
creditors, there remain, after giving effect to such subordination provisions
in favor of the holders of Senior Indebtedness, any amounts of cash, property
or securities available for payment or distribution in respect of Subordinated
Debt Securities ("Excess Proceeds") and if, at such time, any Entitled Persons
(as defined below) in respect of Other Financial Obligations have not received
payment in full of all amounts due or to become due on or in respect of such
Other Financial Obligations, then such Excess Proceeds will 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 the Subordinated
Debt Securities. In the event of the acceleration of the maturity of any
Subordinated Debt Securities, the holders of all Senior Indebtedness will first
be entitled to receive payment in full of all amounts due thereon before the
holders of the Subordinated Debt Securities will be entitled to receive any
payment upon the principal of, premium, if any, or interest, if any, on the
Subordinated Debt Securities. No payments on account of principal of, or
premium, if any, or interest, if any, on, the Subordinated Debt Securities or
on account of the purchase or acquisition of Subordinated Debt Securities may
be made if there has occurred and is continuing a default in any payment with
respect to Senior Indebtedness, or if any judicial proceeding is pending with
respect to any such default.
By reason of such subordination in favor of the holders of Senior
Indebtedness, in the event of insolvency, creditors of the Corporation who hold
obligations other than Senior Indebtedness and the Subordinated Debt Securities
may recover less in respect of such obligations, ratably, than holders of
Senior Indebtedness and may recover more in respect of such obligations,
ratably, than the holders of the Subordinated Debt Securities. By reason of the
obligation of the holders of the Subordinated Debt Securities to pay over any
Excess Proceeds to Entitled Persons in respect of Other Financial Obligations,
in the event of insolvency, holders of Existing Subordinated Indebtedness (as
defined below) that are not required to pay over Excess Proceeds may recover
less, ratably, than Entitled Persons in respect of Other Financial Obligations
and may recover more, ratably, than the holders of Subordinated Debt
Securities.
"Senior Indebtedness" means, unless otherwise specified in the applicable
Prospectus Supplement, the principal of, and premium, if any, and interest
(including interest accruing subsequent to the commencement of any proceeding
for the bankruptcy or reorganization of the Corporation under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect) on, (a) all
indebtedness for money borrowed, whether outstanding on the date of execution
of the Subordinated Indenture or thereafter created, assumed or incurred,
except such indebtedness as is by its terms expressly stated to be subordinate
in right of payment to, or to rank pari passu in right of payment with, the
Subordinated Debt Securities or any other obligation that ranks pari passu in
right of payment with the Subordinated Debt Securities or is identified in a
Board Resolution (as defined in the Subordinated Indenture) or any indenture
supplemental to the Subordinated Indenture as being subordinate in right of
payment to, or as ranking pari passu in right of payment with, the Subordinated
Debt Securities and (b) any deferrals, renewals or extensions of any such
indebtedness for money borrowed; provided, however, that Senior Indebtedness
does not include (i) any obligations on account of Existing Subordinated
Indebtedness or (ii) any obligations as to which, in the instrument creating or
evidencing the same or pursuant to which the same is outstanding, it is
provided that such obligation is not Senior Indebtedness. The term
"indebtedness for money borrowed," when used with respect to the Corporation,
is defined to mean any obligation of, or any obligation guaranteed by, the
Corporation for the
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repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments, and any deferred obligation for the payment
of the purchase price of property or assets.
"Existing Subordinated Indebtedness" means, unless otherwise specified in the
applicable Prospectus Supplement, the Corporation's Zero Coupon Subordinated
Yen Notes due 1998-2004, Subordinated Money Market Capital Notes, Series A, B
and C due June 1999, 9.20% Subordinated Capital Notes due July 15, 1999, 9.50%
Subordinated Debentures due June 14, 2000, 9.40% Subordinated Debentures due
March 1, 2001, 9.00% Subordinated Debentures due August 1, 2001, 7.50%
Subordinated Debentures due January 15, 2002, 8 1/8% Subordinated Notes due
2002, 8 1/8% Subordinated Debentures due May 15, 2002, 7 1/8% Subordinated
Debentures due July 31, 2002, Subordinated Floating Rate Notes due 2002, 7.25%
Subordinated Debentures due January 15, 2003, Subordinated Constant Maturity
Treasury Floating Rate Debentures due 2003, Subordinated LIBOR CMT Floating
Rate Debentures due 2003, Subordinated Floating Rate Notes due 2004, 8 1/4%
Subordinated Notes due 2005, Subordinated Floating Rate Notes due 2005,
Subordinated Yen Loan due 2005, 7 1/8% Subordinated Notes due March 15, 2006,
6% Subordinated Notes due October 2008, 7 3/8% Subordinated Notes due 2008, 7
1/8% Subordinated Notes due 2010, 7 1/2% Subordinated Notes due 2010, 7 1/4%
Subordinated Notes due October 15, 2011, 7.75% Subordinated Notes due May 1,
2012, 7 1/2% Subordinated Notes due November 15, 2015, 6 1/8% Convertible
Capital Securities due June 2033 and 6.00% Convertible Capital Securities due
August 2033.
"Other Financial Obligations" means, unless otherwise specified in the
applicable Prospectus Supplement, all obligations of the Corporation to make
payment pursuant to the terms of financial instruments, such as (i) securities
contracts and foreign currency exchange contracts, (ii) derivative instruments,
such as swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange rate agreements, options, commodity futures
contracts, commodity option contracts, and (iii) in the case of both (i) and
(ii) above, similar financial instruments, other than (A) obligations on
account of Senior Indebtedness and (B) obligations on account of indebtedness
for money borrowed ranking pari passu in right of payment with or subordinate
to the Subordinated Debt Securities. "Entitled Persons" means any person who is
entitled to payment pursuant to the terms of Other Financial Obligations.
The Corporation's obligations under the Subordinated Debt Securities will
rank pari passu in right of payment with each other and with the Existing
Subordinated Indebtedness, subject to the obligations of the holders of
Subordinated Debt Securities to pay over any Excess Proceeds to Entitled
Persons in respect of Other Financial Obligations as provided in the
Subordinated Indenture.
As of June 30, 1997, Senior Indebtedness and Other Financial Obligations of
the Corporation aggregated approximately $16.0 billion.
The Subordinated Indenture does not limit or prohibit the incurrence of
additional Senior Indebtedness and Other Financial Obligations, which may
include indebtedness that is senior to the Subordinated Debt Securities but
subordinate to other obligations of the Corporation, including obligations of
the Corporation in respect of Senior Indebtedness and Other Financial
Obligations.
Form, Exchange, Registration and Transfer
Debt Securities of a series may be issuable in certificated or global form.
Debt Securities may be presented for registration of transfer (with the form of
transfer endorsed thereon duly executed) at the office of the Security
Registrar (as defined in the applicable Indenture), or at the office of any
transfer agent designated by the Corporation for such purpose with respect to
any series of Debt Securities and referred to in the applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the applicable Indenture. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. The Corporation has appointed Bankers as
Security Registrar with respect
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to both the Senior Debt Securities and the Subordinated Debt Securities. If the
applicable Prospectus Supplement refers to any transfer agents (in addition to
the Security Registrar) initially designated by the Corporation with respect to
any series of Debt Securities, the Corporation may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Corporation will be
required to maintain a transfer agent in each Place of Payment (as defined in
the applicable Indenture) for such series. The Corporation may at any time
designate additional transfer agents with respect to any series of Debt
Securities.
In the event of any redemption in part, the Corporation will not be required
to (i) issue, register the transfer of or exchange any Debt Security during a
period beginning at the opening of business 15 days before the day of mailing
of a notice of redemption of Debt Securities of like tenor and of the series of
which such Debt Security is a part, and ending at the close of business on the
earliest date in which the relevant notice of redemption is deemed to have been
given to all holders of Debt Securities of like tenor and of such series to be
redeemed and (ii) register the transfer of or exchange any Debt Security so
selected for redemption, in whole or in part, except the unredeemed portion of
any Debt Security being redeemed in part.
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of and premium, if any, on any Debt Security will be made only
against surrender to the Paying Agent (as defined in the applicable Indenture)
in respect of such Debt Security. Unless otherwise indicated in the applicable
Prospectus Supplement, principal of, and premium, if any, and interest, if any,
on, Debt Securities will be payable, subject to any applicable laws and
regulations, at the office of such Paying Agent or Paying Agents as the
Corporation may designate from time to time, except that at the option of the
Corporation payment of any interest may be made by check mailed to the address
of the person entitled thereto as such address appears in the Security Register
(as defined in the applicable Indenture) with respect to such Debt Securities.
Unless otherwise indicated in the applicable Prospectus Supplement, payment of
interest on a Debt Security on any Interest Payment Date will be made to the
person in whose name such Debt Security (or any Predecessor Security) is
registered at the close of business on the Regular Record Date for such
interest.
Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporate Trust Office (as defined in the applicable Indenture) of Bankers in
The City of New York will be designated as the Corporation's sole Paying Agent
for payments with respect to Debt Securities of each series. Any Paying Agents
outside the United States and any other Paying Agents in the United States
initially designated by the Corporation for the Debt Securities of any series
will be named in the applicable Prospectus Supplement. The Corporation may at
any time designate additional Paying Agents or rescind the designation of any
Paying Agent or approve a change in the office through which any Paying Agent
acts, except that the Corporation will be required to maintain a Paying Agent
in each Place of Payment for each series of Debt Securities.
All moneys paid by the Corporation to a Paying Agent for the payment of the
principal of, or premium, if any, or interest, if any, on, any Debt Security of
any series and that remain unclaimed at the end of two years after such
principal, premium or interest has become due and payable will be repaid to the
Corporation and the holder of such Debt Security must thereafter look only to
the Corporation for payment of such amounts.
Modification of the Indentures
Each Indenture contains provisions that permit the Corporation and the
applicable Trustee, with the consent of the holders of not less than 66 2/3% in
principal amount of the debt securities that are affected by the modification,
to modify the particular Indenture or any supplemental indenture or the rights
of the
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holders of the debt securities issued under such Indenture. However, no such
modification may, without the consent of the holder of each outstanding debt
security affected thereby, (a) change the stated maturity date of the principal
of, or any installment of principal of or interest, if any, on, any such debt
security, (b) reduce the principal amount of, or premium, if any, or rate of
interest, if any, on, any such debt security, (c) reduce the amount of
principal of an original issue discount debt security payable upon acceleration
of the maturity thereof, (d) change the place or currency of payment of
principal of, or premium, if any, or interest, if any, on, any such debt
security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any such debt security, or (f) reduce the
percentage in principal amount of debt securities of any series then
Outstanding (as defined in such Indenture), the consent of whose holders is
required for modification or amendment of such Indenture or for waiver of
compliance with certain provisions of such Indenture or for waiver of certain
defaults.
Events of Default
Senior Debt Securities. An Event of Default with respect to Senior Debt
Securities of any series is defined in the Senior Indenture as being: default
for 30 days in payment of any interest on Senior Debt Securities of such
series; default in payment of principal of, or premium, if any, on, Senior Debt
Securities of such series; default for 30 days in payment of any mandatory
sinking fund payment required by the Senior Debt Securities of such series;
default for 90 days after notice in performance of any other covenant in the
Senior Debt Securities of such series or in the Senior Indenture; or certain
events of bankruptcy, insolvency or reorganization. If an Event of Default with
respect to Senior Debt Securities of any series occurs and is continuing, the
Senior Trustee or the holders of not less than 25% in aggregate principal
amount of the Senior Debt Securities of such series then Outstanding may
declare the principal of all such Senior Debt Securities to be due and payable
immediately. The Corporation is required to furnish to the Senior Trustee
annually a statement as to the performance by the Corporation of its
obligations under the Senior Indenture and as to any default in such
performance. Under certain circumstances, any declaration of acceleration with
respect to Senior Debt Securities of any series may be rescinded and past
defaults (except, unless theretofore cured, a default in the payment of
principal of, or premium, if any, or interest, if any, on, such Senior Debt
Securities) may be waived by the holders of a majority in aggregate principal
amount of the Senior Debt Securities of such series then Outstanding. The
Senior Trustee may withhold notice to the holders of the Senior Debt Securities
of any series of any continuing default (except in the payment of the principal
of, or premium, if any, or interest, if any, on, any Senior Debt Securities of
such series or in the payment of any sinking or purchase fund installment) if
the Senior Trustee considers it in the interest of the holders of such series
of Senior Debt Securities to do so.
Subordinated Debt Securities. An Event of Default with respect to
Subordinated Debt Securities of any series is defined in the Subordinated
Indenture as being certain events involving a bankruptcy, insolvency or
reorganization of the Corporation. If an Event of Default with respect to
Subordinated Debt Securities of any series occurs and is continuing, the
Subordinated Trustee or the holders of not less than 25% in aggregate principal
amount of the Subordinated Debt Securities of such series then Outstanding may
declare the principal of such Subordinated Debt Securities to be due and
payable immediately. The Corporation is required to furnish to the Subordinated
Trustee annually a statement as to the performance by the Corporation of its
obligations under the Subordinated Indenture and as to any default in such
performance. Under certain circumstances, any declaration of acceleration with
respect to Subordinated Debt Securities of any series may be rescinded and past
defaults (except, unless theretofore cured, a default in the payment of
principal of, or premium, if any, or interest, if any, on, such Subordinated
Debt Securities) may be waived by the holders of a majority in aggregate
principal amount of the Subordinated Debt Securities of such series then
Outstanding. The Subordinated Trustee may withhold notice to the holders of the
Subordinated Debt Securities of any series of any continuing default (except in
the payment of the principal of, or premium, if any, or interest, if any, on
any Subordinated Debt Securities of such series or in the payment of any
sinking or purchase fund installment) if the Subordinated Trustee considers it
in the interest of the holders of such series of Subordinated Debt Securities
to do so.
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The Subordinated Indenture does not provide for any right of acceleration of
the payment of the principal of a series of Subordinated Debt Securities upon a
default in the payment of principal, premium, if any, or interest, if any, or a
default in the performance of any covenant or agreement in the Subordinated
Debt Securities of the particular series or in the Subordinated Indenture. In
the event of a default in the payment of principal, premium, if any, or
interest, if any, the holder of a Subordinated Debt Security (or the
Subordinated Trustee on behalf of the holders of all of the series of
Subordinated Debt Securities affected) may, subject to certain limitations and
conditions, seek to enforce payment of such principal, premium, if any, or
interest, if any.
Consolidation, Merger, Sale or Conveyance
The Corporation has covenanted in the Indentures that it will not merge or
consolidate with any other corporation or sell or convey all or substantially
all of its assets to any person, firm or corporation unless the Corporation is
the continuing corporation, or the successor corporation is a corporation
organized under the laws of the United States of America or a state thereof and
such corporation expressly assumes the obligations of the Corporation under any
Outstanding Debt Securities and the respective Indentures and the Corporation
or such successor corporation is not, immediately after such merger,
consolidation, sale or conveyance, in default in the performance of any of the
covenants or conditions of the respective Indentures. The Indentures do not
contain any other covenant that restricts the Corporation's ability to merge or
consolidate with any other corporation, sell or convey all or substantially all
of its assets to any person, firm or corporation or otherwise engage in
restructuring transactions. Further, the Indentures do not contain any
provisions that would provide protection to holders of Debt Securities against
a sudden and dramatic decline in credit quality resulting from a takeover,
recapitalization or similar restructuring of the Corporation.
Title
The Corporation, the applicable Trustee and any agent of the Corporation or
the applicable Trustee may treat the registered owner of any Debt Security as
the absolute owner thereof (whether or not such Debt Security is overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes.
Replacement of Debt Securities
Any mutilated Debt Security will be replaced by the Corporation at the
expense of the holder upon surrender of such Debt Security to the applicable
Trustee. Debt Securities that are destroyed, lost or stolen will be replaced by
the Corporation at the expense of the holder upon delivery to the applicable
Trustee of evidence of such destruction, loss or theft satisfactory to the
Corporation and the applicable Trustee. In the case of a destroyed, lost or
stolen Debt Security, an indemnity satisfactory to the applicable Trustee and
the Corporation may be required at the expense of the holder of such Debt
Security before a replacement Debt Security will be issued.
Governing Law
The Indentures and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
Information Concerning the Trustees
Subject to the provisions of the applicable Indenture relating to its duties,
neither Trustee will be under any obligation to exercise any of its rights or
powers under such Indenture at the request, order or direction of any of the
holders of Debt Securities issued thereunder unless such holders have offered
reasonable indemnity to such Trustee. Subject to such provision for
indemnification, the holders of a majority in principal amount of the debt
securities then outstanding thereunder will have the right to direct the time,
method and
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place of conducting any proceeding for any remedy available to the applicable
Trustee under the applicable Indenture, or exercising any trust or power
conferred on such Trustee.
Senior Trustee. Bankers serves as trustee under various indentures for The
Chase Manhattan Corporation, parent company of the Senior Trustee. The Senior
Trustee also serves as trustee under another indenture with the Corporation
relating to other issues of its debt securities. In addition, the Corporation
and Bankers have other relationships arising in the ordinary course of business
with the Senior Trustee.
Subordinated Trustee. Bankers serves as trustee under various indentures for
affiliates of the Subordinated Trustee. In addition, the Corporation and
Bankers have other relationships arising in the ordinary course of business
with the Subordinated Trustee.
DESCRIPTION OF COMMON STOCK
The statements under this caption are brief summaries of certain provisions
contained in the Restated Certificate of Incorporation, as amended, of the
Corporation (the "Certificate of Incorporation"), the By-Laws of the
Corporation (the "By-Laws"), and the Rights Agreement, dated as of February 22,
1988 (the "Rights Agreement"), between the Corporation and Harris Trust Company
of New York, as Rights Agent, as successor to Morgan Shareholders Services
Trust Company, do not purport to be complete, and are qualified in their
entirety by reference to the Certificate of Incorporation, the By-Laws and the
Rights Agreement, copies of which are filed or incorporated by reference as
exhibits to the Registration Statement of which this Prospectus is a part. The
Common Stock may be offered alone or with other Offered Securities.
The Common Stock
Subject to the rights of holders of the Corporation's 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 to the extent
that the Board of Directors provides 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 and does not carry preemptive rights.
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.
Preferred Share Purchase Rights
On February 16, 1988, the Board of Directors of the Corporation declared a
dividend distribution of one Preferred Share Purchase Right (a "Right") for
each share of Common Stock held, payable February 26, 1988 to shareholders of
record on that date. Rights also automatically attach to each share of Common
Stock issued after February 26, 1988. The Rights are issued pursuant to the
Rights Agreement.
Each Right entitles the record holder to purchase from the Corporation a
1/100th interest in a share of the Corporation's Series C Junior Participating
Preferred Stock at an exercise price of $140, subject to certain
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adjustments. The Rights will not be exercisable or transferable apart from the
Common Stock until the tenth day after either a public announcement that a
person or group has acquired beneficial ownership of 20% or more of the Common
Stock or the announcement or commencement of a tender offer for 20% or more of
the Common Stock. If the Corporation is acquired or 50% or more of its
consolidated assets or earning power are sold, each holder of a Right will have
the right to receive, upon exercise at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company having a
market value of two times the exercise price of the Right. If any person
becomes an Acquiring Person (as defined in the Rights Agreement) (unless such
person first acquires 20% or more of the outstanding Common Stock by a purchase
pursuant to a tender offer for all of the Common Stock for cash, which purchase
increases such person's beneficial ownership to 80% or more of the outstanding
Common Stock), each holder of a Right other than Rights beneficially owned by
the Acquiring Person (which will be void) will have the right to receive upon
exercise that number of shares of Common Stock having a market value of two
times the exercise price of the Right. The Rights will expire on February 26,
1998, but may be redeemed for $0.01 per Right at any time before a person or
group acquires the beneficial ownership of 20% or more of the Common Stock.
Until a Right is exercised, the holder has no rights as a shareholder of the
Corporation.
After the acquisition by a person or group of beneficial ownership of 20% or
more of the outstanding Common Stock and prior to the acquisition by such
person or group of 50% or more of the outstanding Common Stock, the Board of
Directors of the Corporation may exchange the Rights (other than Rights owned
by such person or group), in whole or in part, at an exchange ratio of one
share of Common Stock, or a 1/100th interest in a share of Series C Junior
Participating Preferred Stock (or a share of a class or series of the
Corporation's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
If issued, each share of Series C Junior Participating Preferred Stock will
be entitled, subject to adjustment, to (i) a quarterly dividend of the greater
of $1 per share or 100 times the quarterly dividend declared on each share of
Common Stock, (ii) in the event of liquidation, dissolution or winding up, a
preferential liquidation payment of the greater of $100 per share or 100 times
the liquidation payment made per share of Common Stock, and (iii) 100 votes per
share voting together with the holders of the Corporation's Common Stock on all
matters.
Under certain conditions, the Rights will also be redeemed in connection with
an acquisition of all of the Corporation's Common Stock for cash in a
transaction approved by the Corporation's shareholders. Subject to certain
specified conditions, a special meeting of the Corporation's shareholders to
vote on such a transaction will be called upon the request of a potential
acquiror.
DESCRIPTION OF SERIES PREFERRED STOCK
The Corporation is authorized to issue up to 10,000,000 shares of Series
Preferred Stock. All shares of Series Preferred Stock, irrespective of series,
constitute one and the same class. See "Description of the Corporation's
Capital Stock" below. The following description of the terms of the Series
Preferred Stock sets forth certain general terms and provisions of the Series
Preferred Stock to which any Prospectus Supplement may relate. Certain terms of
any series of Series Preferred Stock will be described in the applicable
Prospectus Supplement. If so indicated in the applicable Prospectus Supplement,
the terms of any such series may differ from the terms set forth below.
The statements under this caption are brief summaries of certain provisions
contained in the Certificate of Incorporation, the By-Laws and the certificate
of amendment to the Certificate of Incorporation relating to a particular
series of Series Preferred Stock (a "Certificate of Amendment"), do not purport
to be complete, and are qualified in their entirety by reference to the
Certificate of Incorporation and the By-Laws, copies of which are filed or
incorporated by reference as exhibits to the Registration Statement of which
this Prospectus is a part, and the applicable Certificate of Amendment, which
will be filed by the Corporation as an exhibit
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to the Registration Statement at or about the time of the sale of the
applicable series of Series Preferred Stock. The Preferred Stock may be offered
alone or with other Offered Securities.
General
Upon issuance, the Series Preferred Stock has preference over the Common
Stock with respect to the payment of dividends and the distribution of assets
in the event of liquidation, dissolution or winding up of the Corporation and
such other rights, preferences and limitations as may be fixed by the Board of
Directors. Dividend provisions, liquidation preferences, voting rights, if any,
sinking fund and redemption provisions, if any, and conversion and exchange
provisions, if any, with respect to each series of Series Preferred Stock also
will be fixed by the Board of Directors.
The Board of Directors is authorized to establish and designate series and to
fix the number of shares and the relative rights, preferences and limitations
of the respective series of the Series Preferred Stock. The terms of a
particular series of Series Preferred Stock may differ, among other things, in
(1) the number of shares that constitute such series, (2) the dividend rate (or
the method of calculation) on the shares of such series, and whether such
dividends are cumulative, (3) whether or not the shares of the series shall be
redeemable and the terms thereof, (4) whether or not the shares of the series
shall be convertible into, or exchangeable for, Common Stock or other Series
Preferred Stock of the Corporation and the terms thereof, (5) the amount per
share payable on the shares of the series in case of liquidation, dissolution
or winding up of the Corporation, (6) the terms of voting rights, if any, of
shares of the series, and (7) the other rights and privileges and any
qualifications, limitations or restrictions of such rights or privileges of
such series. Unless otherwise specifically set forth in the applicable
Prospectus Supplement, all shares of Series Preferred Stock shall be of equal
rank, preference and priority as to dividends; when the stated dividends on any
series are not paid in full, the shares of all series of the Series Preferred
Stock will share ratably in any dividend payment that is made; and upon
liquidation, dissolution or winding up, if assets are insufficient to pay in
full all Series Preferred Stock, then such assets are to be distributed among
the holders ratably.
As described under "--Description of Depositary Shares" below, the
Corporation may, at its option, elect to offer Depositary Shares evidenced by
Depositary Receipts (as defined below), each representing a fraction (to be
specified in the applicable Prospectus Supplement) of a share of the particular
series of Series Preferred Stock issued and deposited with a depositary, in
lieu of offering full shares of such series of the Series Preferred Stock.
Dividend Rights
The holders of the Series Preferred Stock will be entitled to receive, but
only when, as and if declared by the Board of Directors out of funds legally
available for that purpose, cash dividends at the rates and on the dates set
forth in the Prospectus Supplement relating to a particular series of Series
Preferred Stock, and no more (each date of such payment, a "Dividend Payment
Date"). Such rate may be fixed or variable, as set forth in the applicable
Prospectus Supplement. Each such dividend will be payable to the holders of
record of the shares of such series as they appear on the stock books of the
Corporation (or, if applicable, the records of the Depositary referred to below
under "--Description of Depositary Shares") on such record dates as are fixed
by the Board of Directors of the Corporation or a duly authorized committee
thereof. Unless otherwise specified in the applicable Prospectus Supplement,
dividends payable on any series of Series Preferred Stock for any period less
than a full quarter will be computed on the basis of the actual number of days
elapsed over a 360-day year, and for a period of a full quarter will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Unless otherwise specified in the applicable Prospectus Supplement, such
dividends will be payable from, and will be cumulative from, the date of
original issue of each share, so that if in the period between any two Dividend
Payment Dates (a "dividend period") dividends at the rate or rates as described
in the applicable Prospectus Supplement are not declared and paid or set apart
for payment on all outstanding shares of Series Preferred Stock for such
dividend period and all preceding dividend periods from and after the first day
from which dividends are cumulative, then the aggregate deficiency must be
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declared and fully paid or set apart for payment, but without interest, before
any dividends may be declared or paid or set apart for payment on the Common
Stock. The cutting-off of dividends on Common Stock until the arrearages have
been paid or provided for, as outlined above, and such rights, if any, to vote
for the election of directors as may be set forth in the applicable Prospectus
Supplement, will be the only consequences of the failure to declare or pay
dividends on the Series Preferred Stock. After payment in full of all dividend
arrearages on the Series Preferred Stock, dividends on the Common Stock may be
declared and paid out of funds legally available for that purpose as the Board
of Directors may determine.
Each series of Series Preferred Stock will be entitled to dividends as
described in the applicable Prospectus Supplement. Different series of Series
Preferred Stock may be entitled to dividends at different dividend rates or
based upon different methods of determination.
Optional Redemption
The Corporation may, at its option, at any time or from time to time on not
less than 30 and not more than 60 days' notice, redeem one or more series of
Series Preferred Stock, in whole or in part, at the redemption prices and on
the dates set forth in the applicable Prospectus Supplement.
Any optional redemption by the Corporation will be made only with the
approval of the appropriate bank regulatory authorities unless at the time of
redemption such approval is not required. At the date of this Prospectus, the
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") require that the optional redemption of any series of
Series Preferred Stock, if such series is to be treated as tier 1 capital of
the Corporation, be subject to the prior approval of the Federal Reserve Board.
If less than all the outstanding shares of a series of Series Preferred Stock
are to be redeemed, the selection of the shares to be redeemed will be
determined by lot or pro rata as may be determined by the Board of Directors of
the Corporation or by any other method that the Board of Directors may
determine to be equitable, unless otherwise specified in the applicable
Prospectus Supplement. From and after the redemption date (unless default is
made by the Corporation in providing for the payment of the redemption price),
dividends will cease to accrue on the shares of Series Preferred Stock called
for redemption and all rights of the holders thereof (except the right to
receive the redemption price) will cease.
At the option of the Corporation, shares of Series Preferred Stock redeemed
or otherwise acquired by the Corporation may be restored to the status of
authorized but unissued shares of Series Preferred Stock.
Conversion or Exchange
The holders of shares of any series of Series Preferred Stock will have such
rights, if any, to convert such shares into, or to exchange such shares for,
cash, shares of Common Stock or shares of any other series of Series Preferred
Stock of the Corporation, as may be set forth in the applicable Prospectus
Supplement.
Voting Rights
Except as indicated below or in the applicable Prospectus Supplement, or
except as expressly required by applicable law, the holders of the Series
Preferred Stock will not be entitled to vote. Each share of any series of
Series Preferred Stock will generally be entitled to one vote on matters on
which holders of such series are entitled to vote, irrespective of such series'
aggregate stated value, liquidation preference or initial offering price.
However, as more fully described under "--Description of Depositary Shares"
below, if the Corporation elects to issue Depositary Shares representing a
fraction of a share of a series of Series Preferred Stock, each such Depositary
Share will, in effect, be entitled to the same fraction of a vote, rather than
a full vote, per Depositary Share.
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Unless otherwise specified in the applicable Prospectus Supplement, so long
as any shares of any series of Series Preferred Stock remain outstanding, the
Corporation may not amend the Certificate of Incorporation so as to adversely
affect or subordinate the rights of the Series Preferred Stock without the
affirmative vote or consent of the holders of at least a majority of the
outstanding shares of Series Preferred Stock. However, unless otherwise
specified in the applicable Prospectus Supplement, if any such adverse
alteration affects the rights of only a single series of Series Preferred
Stock, then the alteration may be effected only with the vote or consent of at
least a majority of the outstanding shares of such series of Series Preferred
Stock. An increase in the authorized amount of the Series Preferred Stock
and/or the creation and issuance of other series of Series Preferred Stock or
serial preferred stock in accordance with the Certificate of Incorporation will
not be, or be deemed to be, an adverse alteration.
The foregoing voting provisions will not apply if, in connection with the
matters specified, provision is made for the redemption or retirement of all
outstanding Series Preferred Stock of each affected series.
Under regulations adopted by the Federal Reserve Board, if the holders of any
series of Series Preferred Stock become entitled to vote for the election of
directors because dividends on such series are in arrears, such series may then
be deemed a "class of voting securities," and a holder of 25% or more of such
series (or a holder of 5% or more if it otherwise exercises a "controlling
influence" over the Corporation) may then be subject to regulation as a bank
holding company in accordance with the Bank Holding Company Act of 1956, as
amended (the "BHC Act"). In addition, at such time (i) any bank holding company
may be required to obtain the approval of the Federal Reserve Board under the
BHC Act, and any foreign bank, and any company that controls a foreign bank,
that has certain types of U.S. banking operations may be required to obtain the
approval of the Federal Reserve Board under the International Banking Act of
1978, as amended, to acquire or retain 5% or more of any series of Series
Preferred Stock and (ii) any person other than a bank holding company may be
required to obtain the approval of the Federal Reserve Board under the Change
in Bank Control Act to acquire 10% or more of such series of Series Preferred
Stock.
Liquidation Rights
Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of the Series Preferred Stock will have
preference and priority over the Common Stock for payment out of the assets of
the Corporation or proceeds thereof, whether from capital or surplus, of such
amounts as are set forth in the applicable Prospectus Supplement and, after
such payment, the holders of such series of Series Preferred Stock will be
entitled to no other payments. If, in such case, the assets of the Corporation
or proceeds thereof are insufficient to make the full liquidating payment on
such series of Series Preferred Stock and liquidating payments on any other
outstanding Series Preferred Stock (including accrued and unpaid dividends, if
any), then such assets and proceeds will be distributed among the holders of
such series of Series Preferred Stock and any other outstanding series of
Series Preferred Stock, ratably in accordance with the respective amounts that
would be payable on all Series Preferred Stock (including accrued and unpaid
dividends, if any) if all such liquidating amounts payable were paid in full. A
consolidation or merger of the Corporation with or into any other corporation
or corporations or a sale, whether for cash, shares of stock, securities or
properties, of all or substantially all or any part of the assets of the
Corporation will not be deemed or construed to be a liquidation, dissolution or
winding up of the Corporation.
Miscellaneous
Harris Trust Company of New York will serve as transfer agent, dividend
disbursing agent and registrar for the Series Preferred Stock. The holders of
Series Preferred Stock will not have any preemptive rights to purchase or
subscribe for any shares of any class or other securities of any type of the
Corporation. When issued and paid for as described in this Prospectus and the
applicable Prospectus Supplement, the Series Preferred Stock will be fully paid
and nonassessable. The Certificate of Amendment setting forth the
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provisions of each series of Series Preferred Stock will become effective after
the date of this Prospectus but at or before issuance of the related series of
Series Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
General
The Corporation may, at its option, elect to offer fractional shares of
Series Preferred Stock, rather than full shares of Series Preferred Stock. If
this option is exercised, the Corporation will issue to the public receipts for
Depositary Shares, each of which will represent a fraction (to be set forth in
the applicable Prospectus Supplement) of a share of a particular series of
Series Preferred Stock as described below.
The shares of any series of Series Preferred Stock represented by Depositary
Shares will be deposited under a deposit agreement (each, a "Deposit
Agreement") between the Corporation and a bank or trust company selected by the
Corporation, having its principal office in the United States (each, a
"Depositary"). Subject to the terms of the applicable Deposit Agreement, each
owner of a Depositary Share will be entitled, in proportion to the applicable
fraction of a share of Series Preferred Stock represented by such Depositary
Share, to all the rights and preferences of the Series Preferred Stock
represented thereby (including dividend, voting, redemption and liquidation
rights).
The statements under this caption are brief summaries of certain provisions
contained in the form of Deposit Agreement relating to a particular series of
Depositary Shares, do not purport to be complete, and are qualified in their
entirety by reference to the form of Deposit Agreement, a copy of which is
filed as an exhibit to the Registration Statement of which this Prospectus is a
part, and to the actual Deposit Agreement relating to such series of Depositary
Shares, which will be filed by the Corporation as an exhibit to the
Registration Statement at or about the time of the sale of the applicable
series of Depositary Shares. The Depositary Shares may be offered alone or with
other Offered Securities.
Form
The Depositary Shares relating to any series of Series Preferred Stock will
be evidenced by receipts (the "Depositary Receipts") issued pursuant to the
applicable Deposit Agreement. Depositary Receipts will be distributed to those
persons purchasing the fractional shares of the related series of Series
Preferred Stock in accordance with the terms of the offering described in the
applicable Prospectus Supplement.
Pending the preparation of any definitive engraved or printed Depositary
Receipts relating to any series of Series Preferred Stock, the applicable
Depositary may, upon the written order of the Corporation, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) such definitive Depositary Receipts
but not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary Receipts will
be exchangeable for definitive Depositary Receipts at the Corporation's
expense.
Dividends and Other Distributions
The applicable Depositary will distribute all cash dividends or other cash
distributions received in respect of the series of Series Preferred Stock
represented by any series of Depositary Shares to the record holders of such
Depositary Shares in proportion to the number of such Depositary Shares owned
by such holders.
In the event of a distribution other than in cash, the applicable Depositary
will distribute property received by it to the record holders of Depositary
Shares entitled thereto, unless the Depositary determines that it is not
feasible to make such distribution, in which case the Depositary may, with the
approval of the Corporation, sell such property and distribute the net proceeds
from such sale to such holders.
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Withdrawal of Stock
Upon surrender of Depositary Receipts at the corporate trust office of the
applicable Depositary (unless the applicable Depositary Shares have previously
been called for redemption as described below), the holder of the Depositary
Shares evidenced thereby will be entitled to delivery at such office to or upon
such holder's order, of the number of whole shares of the related series of
Series Preferred Stock and any money or other property represented by such
Depositary Shares. Holders of Depositary Shares will be entitled to receive
whole shares of the related series of Series Preferred Stock on the basis set
forth in the applicable Prospectus Supplement, but holders of such whole shares
of such Series Preferred Stock will not thereafter be entitled to receive
Depositary Shares in exchange therefor. If the Depositary Receipts delivered by
the holder evidence a number of Depositary Shares in excess of the number of
Depositary Shares representing the number of whole shares of the related series
of Series Preferred Stock to be withdrawn, the applicable Depositary will
deliver to such holder at the same time a new Depositary Receipt evidencing
such excess number of Depositary Shares.
Redemption of Depositary Shares
If a series of Series Preferred Stock represented by Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the applicable Depositary upon the redemption, in whole or in part,
of such series of Series Preferred Stock held by such Depositary. The
redemption price per Depositary Share will be equal to the applicable fraction
of the redemption price per share payable with respect to such series of Series
Preferred Stock. Whenever the Corporation redeems shares of Series Preferred
Stock held by a Depositary, such Depositary will redeem, as of the same
redemption date, the number of Depositary Shares representing shares of the
related series of Series Preferred Stock so redeemed. If less than all the
Depositary Shares are to be redeemed, unless otherwise specified in the
applicable Prospectus Supplement, the Depositary Shares to be redeemed will be
selected by lot or pro rata or by any other method as may be determined by the
Depositary to be equitable.
Voting the Series Preferred Stock
Upon receipt of notice of any meeting at which the holders of the Series
Preferred Stock are entitled to vote, the applicable Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Shares relating to such Series Preferred Stock. Each record holder
of such Depositary Shares on the record date (which will be the same date as
the record date for the Series Preferred Stock) will be entitled to instruct
such Depositary as to the exercise of the voting rights pertaining to the
amount of the Series Preferred Stock represented by such holder's Depositary
Shares. The applicable Depositary will endeavor, insofar as practicable, to
vote the amount of the Series Preferred Stock represented by such Depositary
Shares in accordance with such instructions, and the Corporation will agree to
take all action that may be deemed necessary by such Depositary in order to
enable such Depositary to do so. The applicable Depositary will abstain from
voting shares of the Series Preferred Stock to the extent that it does not
receive specific instructions from the holders of Depositary Shares
representing such Series Preferred Stock.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt evidencing Depositary Shares and any provision
of the applicable Deposit Agreement may at any time be amended by agreement
between the Corporation and the applicable Depositary. However, unless
otherwise specified in the applicable Prospectus Supplement, any amendment that
materially and adversely alters the rights of the holders of Depositary Shares
issued under any Deposit Agreement will not be effective unless such amendment
has been approved by the holders of at least a majority of the Depositary
Shares then outstanding under such Deposit Agreement. A Deposit Agreement may
be terminated by the Corporation or the applicable Depositary only if (i) all
outstanding Depositary Shares under such Deposit Agreement have been redeemed
or (ii) there has been a final distribution in respect of the
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related series of Series Preferred Stock in connection with any liquidation,
dissolution or winding up of the Corporation and such distribution has been
distributed to the holders of Depositary Receipts.
Charges of Depositary
The Corporation will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary arrangements. The
Corporation will also pay charges of the applicable Depositary in connection
with the initial deposit of the related series of Series Preferred Stock, any
redemption of such Series Preferred Stock at the option of the Corporation, and
any withdrawals of Series Preferred Stock by the holders of Depositary Shares.
Holders of Depositary Receipts will pay transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
applicable Deposit Agreement to be for their accounts.
Resignation and Removal of Depositary
A Depositary may resign at any time by delivering to the Corporation notice
of its election to do so, and the Corporation may at any time remove a
Depositary, and any such resignation or removal will take effect upon the
appointment of a successor Depositary and its acceptance of such appointment.
Such successor Depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.
Miscellaneous
Each Depositary will forward to the holders of the applicable series of
Depositary Shares all reports and communications from the Corporation that are
delivered to such Depositary as the holder of the applicable series of Series
Preferred Stock.
Neither a Depositary nor the Corporation will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the applicable Deposit Agreement. The obligations of the
Corporation and the Depositary under each Deposit Agreement will be limited to
performance in good faith of their duties thereunder and they will not be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Series Preferred Stock unless satisfactory indemnity is
furnished. They may rely on written advice of counsel or accountants, or
information provided by persons presenting Series Preferred Stock for deposit,
holders of Depositary Receipts or other persons believed to be competent, and
on documents believed to be genuine.
BOOK-ENTRY SECURITIES
The Offered Securities may be issued in the form of one or more global
certificates (collectively, with respect to each series or issue of Offered
Securities, the "Global Security") registered in the name of a depositary or a
nominee of a depositary. Unless otherwise specified in the applicable
Prospectus Supplement, the depositary will be The Depository Trust Company
("DTC"). The Corporation has been informed by DTC that its nominee will be Cede
& Co. ("Cede"). Accordingly, Cede is expected to be the initial registered
holder of any series of Offered Securities that are issued in global form. No
person that acquires an interest in such Offered Securities will be entitled to
receive a certificate representing such person's interest in such Offered
Securities except as set forth herein or in the applicable Prospectus
Supplement. Unless and until definitive Offered Securities are issued under the
limited circumstances described herein, all references to actions by holders of
Offered Securities issued in global form shall refer to actions taken by DTC
upon instructions from its Participants (as defined below), and all references
herein to payments and notices to such holders shall refer to payments and
notices to DTC or Cede, as the registered holder of such Offered Securities.
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DTC has informed the Corporation that it is a limited purpose trust company
organized under the New York Banking Law and a "banking organization" within
the meaning of the New York Banking Law, that it is a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to Section
17A of the Exchange Act, and that it was created to hold securities for its
participating organizations ("Participants") and to facilitate the clearance
and settlement of securities transactions among Participants through electronic
book-entry, thereby eliminating the need for physical movement of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations, and may include certain other organizations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Holders that are not Participants or Indirect Participants but that desire to
purchase, sell or otherwise transfer ownership of, or other interests in,
Offered Securities may do so only through Participants and Indirect
Participants. Under a book-entry format, holders may experience some delay in
their receipt of payments, as such payments will be forwarded by the agent
designated by the Corporation to Cede, as nominee for DTC. DTC will forward
such payments to its Participants, which thereafter will forward them to
Indirect Participants or holders. Holders will not be recognized by the
applicable Trustee or Depositary or by the Corporation as registered holders of
the Offered Securities entitled to the benefits of the applicable Indenture or
Deposit Agreement or the terms of the Offered Securities. Holders that are not
Participants will be permitted to exercise their rights as such only indirectly
through and subject to the procedures of Participants and, if applicable,
Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations as currently in effect (the "Rules"), DTC will be required to
make book-entry transfers of Offered Securities among Participants and to
receive and transmit payments to Participants. Participants and Indirect
Participants with which holders have accounts with respect to the Offered
Securities similarly are required by the Rules to make book-entry transfers and
receive and transmit such payments on behalf of their respective holders.
Because DTC can act only on behalf of Participants, which in turn act only on
behalf of holders or Indirect Participants, and on behalf of certain banks,
trust companies and other persons approved by it, the ability of a holder to
pledge Offered Securities to persons or entities that do not participate in the
DTC system, or to otherwise act with respect to such Offered Securities, may be
limited due to the absence of physical certificates for such Offered
Securities.
DTC has advised the Corporation that DTC will take any action permitted to be
taken by a registered holder of any Offered Securities under the applicable
Indenture or Deposit Agreement or the terms of the Offered Securities only at
the direction of one or more Participants to whose accounts with DTC such
Offered Securities are credited.
A Global Security will be exchangeable for the relevant definitive Offered
Securities registered in the names of persons other than DTC or its nominee
only if (i) DTC notifies the Corporation that it is unwilling or unable to
continue as depositary for such Global Security or if at any time DTC ceases to
be a clearing agency registered under the Exchange Act at a time when DTC is
required to be so registered in order to act as such depository, (ii) the
Corporation executes and delivers to the applicable Trustee or Depositary an
order complying with the requirements of the applicable Indenture or Deposit
Agreement that such Global Security shall be so exchangeable or (iii) in the
case of Debt Securities, there has occurred and is continuing a default in the
payment of principal of, premium, if any, or interest, if any, on, such Debt
Securities or an Event of Default or an event that, with the giving of notice
or lapse of time, or both, would constitute an Event of Default with respect to
such Debt Securities. Any Global Security that is exchangeable pursuant to the
preceding sentence will be exchangeable for definitive Offered Securities
registered in such names as DTC directs.
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Upon the occurrence of any event described in the immediately preceding
paragraph, DTC is generally required to notify all Participants of the
availability of definitive Offered Securities. Upon surrender by DTC of the
Global Security representing the Offered Securities and delivery of
instructions for re-registration, the applicable Trustee or Depositary or the
applicable registrar, as the case may be, will reissue the Offered Securities
as definitive Offered Securities, and thereafter such Trustee, Depositary or
registrar will recognize the holders of such definitive Offered Securities as
registered holders of Offered Securities entitled to the benefits of the
applicable Indenture or Deposit Agreement or the terms of the Offered
Securities, as the case may be.
Except as described above, a Global Security may not be transferred except as
a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or to a successor depositary appointed by the Corporation.
Except as described above, DTC may not sell, assign, transfer or otherwise
convey any beneficial interest in a Global Security evidencing all or part of
the Offered Securities unless such beneficial interest is in an amount equal to
an authorized denomination for the Offered Securities.
UNITED STATES TAXATION
Certain special United States federal income tax considerations may be
applicable to the Offered Securities. If Debt Securities are issued at an
original issue discount or any such tax considerations are material to
investors, the applicable Prospectus Supplement will describe the tax
considerations and a tax opinion will be filed with the Commission. Prospective
purchasers of Offered Securities are urged to consult their own tax advisors
prior to any acquisition of such Offered Securities.
FOREIGN CURRENCY RISKS
GENERAL
Debt Securities of a series may be denominated in or linked to such foreign
currencies or units of two or more currencies as may be designated by the
Corporation at the time of offering ("Foreign Currency Securities").
ADDITIONAL FACTORS MAY BE SET FORTH IN CONNECTION WITH A SPECIFIC FOREIGN
CURRENCY SECURITY IN THE APPLICABLE PROSPECTUS SUPPLEMENT.
Unless otherwise indicated in the applicable Prospectus Supplement, a Foreign
Currency Security will not be sold in, or to a resident of, the country that
issues the Specified Currency (as defined below) in which such Foreign Currency
Security is denominated. The information set forth below and in any applicable
Prospectus Supplement is by necessity incomplete and prospective purchasers of
Foreign Currency Securities should consult their own financial and legal
advisors with respect to any matters that may affect the purchase or holding of
a Foreign Currency Security or the receipt of payments of principal of,
premium, if any, and interest, if any, on a Foreign Currency Security in a
Specified Currency.
EXCHANGE RATES AND EXCHANGE CONTROLS
An investment in Foreign Currency Securities may entail significant risks
that are not associated with a similar investment in a security denominated in
U.S. dollars. Such risks may include, without limitation, the possibility of
significant changes in the rate of exchange between the U.S. dollar and the
currency or currency unit designated by the Corporation at the time of offering
(the "Specified Currency") and the possibility of the imposition or
modification of foreign exchange controls by either the United States or
foreign governments. Such risks generally depend on economic and political
events and the supply of and demand for the relevant currencies, over which the
Corporation has no control. In recent years, rates of exchange between the U.S.
dollar and many foreign currencies or currency units have been highly volatile
and such
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volatility may be expected in the future. The exchange rate between the U.S.
dollar and a foreign currency or currency unit is at any moment a result of the
supply of and demand for such currencies, and changes in the rate result over
time from the interaction of many factors, among which are rates of inflation,
interest rate levels, balances of payments and the extent of governmental
surpluses or deficits in the countries of such currencies. These factors are in
turn sensitive to the monetary, fiscal and trade policies pursued by such
governments and those of other countries important to international trade and
finance. Fluctuations in any particular exchange rate that have occurred in the
past are not necessarily indicative, however, of the fluctuations in the rate
that may occur during the term of any Foreign Currency Security. Depreciation
of the Specified Currency applicable to a Foreign Currency Security against the
U.S. dollar would generally result in a decrease in the U.S. dollar-equivalent
yield of such Foreign Currency Security, in the U.S. dollar-equivalent value of
the principal repayable at maturity of such Foreign Currency Security and,
generally, in the U.S. dollar-equivalent market value of such Foreign Currency
Security.
Foreign exchange rates can either be fixed by sovereign governments or float.
Exchange rates of most economically developed noncommunist nations are
permitted to fluctuate in value relative to the U.S. dollar. Sovereign
governments, however, rarely voluntarily allow their currencies to float freely
in response to economic forces. In fact, such governments use a variety of
techniques, such as intervention by a country's central bank or imposition of
regulatory controls or taxes, to affect the exchange rate of their currencies.
Governments may also issue a new currency to replace an existing currency or
alter the exchange rate or relative exchange characteristics by devaluation or
revaluation of a currency. Thus, a special risk in purchasing Debt Securities
that are denominated in or linked to a foreign currency or currency unit is
that their U.S. dollar-equivalent yields could be affected by governmental
actions that could change or interfere with a theretofore freely determined
currency valuation, by fluctuations in response to other market forces and by
the movement of currencies across borders. Unless otherwise specified in the
applicable Prospectus Supplement, there will be no adjustment or change in the
terms of the Foreign Currency Securities if exchange rates should become fixed,
or in the event of any devaluation or revaluation or imposition of exchange or
other regulatory controls or taxes, or in the event of other developments,
affecting the U.S. dollar or any applicable currency or currency unit.
Governments have imposed from time to time exchange controls and may in the
future impose or revise exchange controls at or prior to a Foreign Currency
Security's maturity. Even if there are no exchange controls in effect with
respect to a Specified Currency, it is possible that the Specified Currency for
any particular Foreign Currency Security would not be available at such Foreign
Currency Security's maturity due to other circumstances beyond the control of
the Corporation.
EUROPEAN MONETARY UNION
Under Article 109G of the Treaty establishing the European Communities, as
amended by the Treaty on European Union (the "Treaty"), the currency
composition of the ECU may not be changed. The Treaty contemplates that
European monetary union will occur in three stages, the second of which began
on January 1, 1994 with the entry into force of the Treaty. The Treaty provides
that, at the start of the third stage of European monetary union, the value of
the ECU as against the currencies of the member states participating in the
third stage will be irrevocably fixed and the ECU will become a currency in its
own right. In contemplation of that third stage, the European Council meeting
in Madrid on December 16, 1995 decided that the name of that currency will be
the Euro and that, in accordance with the Treaty, substitution of the Euro for
the ECU will be at the rate of one Euro for one ECU. From the start of the
third stage of European monetary union, all payments in respect of Notes
payable in ECU and other currencies that will be replaced by the Euro will be
payable in the Euro at the rate then established pursuant to the Treaty.
JUDGMENTS
If an action based on Foreign Currency Securities were commenced in a court
of the United States, it is likely that such court would grant judgment
relating to such Foreign Currency Securities only in U.S. dollars.
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It is not clear, however, whether, in granting such judgment, the rate of
conversion into U.S. dollars would be determined with reference to the date of
default, the date on which judgment is rendered or some other date. Holders of
Foreign Currency Securities would bear the risk of exchange rate fluctuations
between the time the amount of the judgment is calculated and the time the
applicable Trustee converts U.S. dollars to the Specified Currency for payment
of the judgment.
DESCRIPTION OF THE CORPORATION'S CAPITAL STOCK
AUTHORIZED CAPITAL STOCK
The Corporation is authorized to issue 300,000,000 shares of Common Stock and
10,000,000 shares of Series Preferred Stock. Neither the Common Stock nor the
Series Preferred Stock has preemptive rights. Each share of Common Stock has
attached to it one Right issued pursuant to the Rights Agreement. Each Right
entitles the holder of a share of Common Stock to acquire a 1/100th interest in
a share of the Corporation's Series C Junior Participating Preferred Stock, as
described under "Description of Offered Securities-- Description of Common
Stock--Preferred Share Purchase Rights" above.
At the Annual Meeting of the Corporation on April 17, 1990, shareholders
voted in favor of an amendment to the Certificate of Incorporation increasing
the number of shares of authorized preferred stock from 10,000,000 to
20,000,000 by creating a new class of serial preferred stock, without par
value, with 10,000,000 authorized shares. This proposed amendment would not
give the holders of serial preferred stock preemptive rights.
As of June 30, 1997, approximately 77,667,200 shares of Common Stock and
1,303,902 shares of Series Preferred Stock were issued and outstanding, and
approximately 40,570,931 shares of Common Stock were reserved for issuance
under various benefit plans and the Corporation's dividend reinvestment plan.
The Common Stock and the Series Preferred Stock are more fully described
under "Description of Offered Securities--Description of Common Stock" and
"Description of Offered Securities--Description of Series Preferred Stock"
above.
OUTSTANDING SERIES PREFERRED STOCK
Fixed/Adjustable Rate Cumulative Preferred Stock, Series J. On October 28,
1992, the Corporation issued 447,225 shares of the Corporation's
Fixed/Adjustable Rate Cumulative Preferred Stock, Series J ($100 Liquidation
Preference) (the "Series J Preferred Stock"). Dividends on the Series J
Preferred Stock are cumulative. If dividends payable on the Series J Preferred
Stock are in arrears in an amount equivalent to dividends for six full dividend
periods, the number of directors of the Corporation will be increased by two
and the holders of the outstanding Series J Preferred Stock, voting together as
a single class with holders of shares of any other Series Preferred Stock then
outstanding upon which like voting rights have been conferred and are then
exercisable, will be entitled to elect two additional directors until all
dividends in arrears have been declared and paid or set apart for payment in
full. In the event of liquidation, dissolution or winding up of the
Corporation, the holders of the Series J Preferred Stock are entitled to
receive a distribution of $100 per share, plus, in each case, accrued and
unpaid dividends to the date of final distribution.
Prior to December 1, 1997, shares of Series J Preferred Stock are redeemable
at the option of the Corporation at a redemption price per share of $103.00 and
thereafter at $100 per share. The redemption price set forth above with respect
to Series J Preferred Stock will be increased, in each case, by the amount of
accrued and unpaid dividends thereon to the date fixed for redemption.
The dividend rate on the Series J Preferred Stock for each dividend period to
December 1, 1997 is 7 3/8% per annum. Thereafter, dividends on the Series J
Preferred Stock will be established quarterly at a rate per
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<PAGE>
annum equal to the sum of (i) the amount determined by applying the effective
rate (as defined below) in effect from time to time and (ii) the amount (not to
exceed $0.50 per share) by which the regular quarterly cash dividend per share,
if any, declared on the Common Stock during the immediately preceding dividend
period exceeds the last regular quarterly cash dividend per share actually paid
by the Corporation on the Common Stock prior to September 1, 1997. The
"effective rate" for any dividend period will be equal to .25% over the highest
of the Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty
Year Constant Maturity Rate, each as defined in the Certificate of
Incorporation, determined for the dividend period. The effective rate for any
dividend period, however, will not be less than 7% per annum nor greater than
15% per annum. Under certain circumstances, the amount of dividends payable or
accrued in respect of shares of the Series J Preferred Stock will be adjusted
to take account of certain amendments to the Internal Revenue Code of 1986, as
amended. In no event will the dividends payable on the Series J Preferred Stock
exceed 17% per annum.
7 5/8% Cumulative Preferred Stock, Series O. On June 2, 1993, the Corporation
issued $150 million of 7 5/8% Convertible Capital Securities due June 2033.
These debt securities are subordinated and can be redeemed in whole, but not in
part, on or after June 1, 1998 at par, plus accrued and unpaid interest to the
redemption date. The Corporation, at its option, may reset at any time the
interest rate of the 7 5/8% Convertible Capital Securities to a rate of 6 1/8%
per annum. The Corporation opted to reset the interest rate to 6 1/8% per
annum, effective March 1, 1995. Holders have the right, at any time prior to
redemption or maturity, to convert the debt securities into depositary shares,
at $25 per share, each representing a one-tenth interest in a share of the
Corporation's 7 5/8% Cumulative Preferred Stock, Series O (Liquidation
Preference $250 per share) (the "Series O Preferred Stock").
On June 30, 1997, approximately 5,934,749 depositary receipts had been issued
each evidencing a depositary share representing a one-tenth interest in a share
of the Series O Preferred Stock. The aggregate liquidation preference of the
shares represented by such depositary shares on such date was approximately
$148,368,725.
Dividends on the Series O Preferred Stock are cumulative and payable
quarterly on each March 1, June 1, September 1 and December 1, commencing with
the first such date succeeding original issuance. If dividends payable on the
Series O Preferred Stock are in arrears in an amount equivalent to dividends
for six full dividend periods, the number of directors of the Corporation will
be increased by two and the holders of the outstanding Series O Preferred
Stock, voting together as a single class with holders of shares of any other
series of series preferred stock then outstanding upon which like voting rights
have been conferred and are then exercisable, will be entitled to elect two
additional directors until all dividends in arrears on the Series O Preferred
Stock have been declared and paid or set apart for payment in full. In the
event of any liquidation, dissolution or winding up of the Corporation, the
holders of the Series O Preferred Stock will be entitled to receive a
distribution of $250 per share plus, in each case, an amount equal to accrued
and unpaid dividends to the date of final distribution. Shares of the Series O
Preferred Stock are redeemable at the Corporation's option, in whole or in
part, at any time at a redemption price of $300 per share on or before June 1,
1998 and thereafter at $250 per share, plus, in each case, accrued and unpaid
dividends to the redemption date.
7.50% Cumulative Preferred Stock, Series P. On August 19, 1993, the
Corporation issued $100 million of 7.50% Convertible Capital Securities due
August 2033. These debt securities are subordinated and can be redeemed, in
whole but not in part, on or after August 15, 1998 at par, plus accrued and
unpaid interest to the redemption date. The Corporation, at its option, may
reset at any time the interest rate on the 7.50% Convertible Capital Securities
to a rate of 6.00% per annum. The Corporation opted to reset the interest rate
to 6.00% per annum, effective May 15, 1995. Holders have the right, at any time
prior to redemption or maturity, to convert the debt securities into depositary
shares, at $25 per share, each representing a one-fortieth interest in a share
of the Corporation's 7.50% Cumulative Preferred Stock, Series P (Liquidation
Preference $1,000 per share) (the "Series P Preferred Stock").
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<PAGE>
On June 30, 1997, approximately 3,957,883 depositary receipts had been
issued each evidencing a depositary share representing a one-fortieth interest
in a share of the Series P Preferred Stock. The aggregate liquidation
preference of the shares represented by such depositary shares on such date
was approximately $98,947,075.
Dividends on the Series P Preferred Stock are cumulative and payable
quarterly on each February 15, May 15, August 15 and November 15, commencing
with the first such date succeeding original issuance. If dividends payable on
the Series P Preferred Stock are in arrears in an amount equivalent to
dividends for six full dividend periods, the number of directors of the
Corporation will be increased by two and the holders of the outstanding Series
P Preferred Stock, voting together as a single class with holders of shares of
any other series of series preferred stock then outstanding upon which like
voting rights have been conferred and are then exercisable, will be entitled
to elect two additional directors until all dividends in arrears on the Series
P Preferred Stock have been declared and paid or set apart for payment in
full. In the event of any liquidation, dissolution or winding up of the
Corporation, the holders of the Series P Preferred Stock will be entitled to
receive a distribution of $1,000 per share plus, in each case, an amount equal
to accrued and unpaid dividends to the date of final distribution. Shares of
Series P Preferred Stock are redeemable at the Corporation's option, in whole
or in part, at any time at a redemption price of $1,200 per share on or before
August 15, 1998 and thereafter at $1,000 per share, plus, in each case,
accrued and unpaid dividends to the redemption date.
Adjustable Rate Cumulative Preferred Stock, Series Q. On March 28, 1994, the
Corporation issued 80,000 shares of its Adjustable Rate Cumulative Preferred
Stock, Series Q ($2,500 liquidation preference) (the "Series Q Preferred
Stock"). The dividend rate on the Series Q Preferred Stock is equal to 85% of
the Effective Rate (as defined below) in effect from time to time, but in no
event less than 4 1/2% or more than 10 1/2% per annum. The "Effective Rate"
for the Series Q Preferred Stock for each quarterly dividend period is the
highest of the "Treasury Bill Rate," the "Ten Year Constant Maturity Rate" and
the "Thirty Year Constant Maturity Rate" determined in advance of such
dividend period. If dividends payable on the Series Q Preferred Stock are in
arrears in an amount equivalent to dividends for six full dividend periods,
the number of directors of the Corporation will be increased by two and the
holders of the outstanding Series Q Preferred Stock, voting together as a
single class with holders of shares of any other series of series preferred
stock then outstanding upon which like voting rights have been conferred and
are then exercisable, will be entitled to elect two additional directors until
all dividends in arrears on the Series Q Preferred Stock have been declared
and paid or set apart for payment in full. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the Series Q
Preferred Stock will be entitled to receive a distribution of $2,500 per share
plus, in each case, an amount equal to accrued and unpaid dividends to the
date of final distribution. The Series Q Preferred Stock is redeemable at the
option of the Corporation, in whole or in part, at any time or from time to
time on or after March 1, 1999. The redemption price payable by the
Corporation in respect of any such redemption will be $2,500 per share plus
accrued and unpaid dividends to the redemption date.
Adjustable Rate Cumulative Preferred Stock, Series R. On August 22, 1994,
the Corporation issued 60,000 shares of its Adjustable Rate Cumulative
Preferred Stock, Series R ($2,500 liquidation preference) (the "Series R
Preferred Stock"). The dividend rate on the Series R Preferred Stock is equal
to 84.5% of the Effective Rate (as defined below) in effect from time to time,
but in no event less than 4 1/2% or more than 10 1/2% per annum. The
"Effective Rate" for the Series R Preferred Stock for each quarterly dividend
period is the highest of the "Treasury Bill Rate," the "Ten Year Constant
Maturity Rate" and the "Thirty Year Constant Maturity Rate" determined in
advance of such dividend period. If dividends payable on the Series R
Preferred Stock are in arrears in an amount equivalent to dividends for six
full dividend periods, the number of directors of the Corporation will be
increased by two and the holders of the outstanding Series R Preferred Stock,
voting together as a single class with holders of shares of any other series
of series preferred stock then outstanding upon which like voting rights have
been conferred and are then exercisable, will be entitled to elect two
additional directors until all dividends in arrears on the Series R Preferred
Stock have been declared and paid or set apart for payment in full. In the
event of any liquidation, dissolution or winding up of the Corporation, the
holders of the Series R Preferred Stock will be entitled to receive a
distribution of $2,500
25
<PAGE>
per share plus, in each case, an amount equal to accrued and unpaid dividends
to the date of final distribution. The Series R Preferred Stock is redeemable
at the option of the Corporation, in whole or in part, at any time or from time
to time on or after September 1, 1999. The redemption price payable by the
Corporation in respect of any such redemption will be $2,500 per share plus
accrued and unpaid dividends to the redemption date.
7 3/4% Cumulative Preferred Stock, Series S. On June 30, 1995, the
Corporation issued 50,000 shares of its Adjustable Rate Cumulative Preferred
Stock, Series S ($2,500 liquidation preference) (the "Series S Preferred
Stock"). If dividends payable on the Series S Preferred Stock are in arrears in
an amount equivalent to dividends for six full dividend periods, the number of
directors of the Corporation will be increased by two and the holders of the
outstanding Series S Preferred Stock, voting together as a single class with
holders of shares of any other series of series preferred stock then
outstanding upon which like voting rights have been conferred and are then
exercisable, will be entitled to elect two additional directors until all
dividends in arrears on the Series S Preferred Stock have been declared and
paid or set apart for payment in full. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the Series S
Preferred Stock will be entitled to receive a distribution of $2,500 per share
plus, in each case, an amount equal to accrued and unpaid dividends to the date
of final distribution. The Series S Preferred Stock is redeemable at the option
of the Corporation, in whole or in part, at any time or from time to time on or
after June 1, 2000. The redemption price payable by the Corporation in respect
of any such redemption will be $2,500 per share plus accrued and unpaid
dividends to the redemption date.
SERIAL PREFERRED STOCK
The proposed amendment relating to the serial preferred stock would authorize
10,000,000 shares, which would have preference over the Common Stock with
respect to the payment of dividends and the distribution of assets in the event
of liquidation, dissolution or winding up of the Corporation, and such other
rights, preferences and limitations as may be fixed by the Board of Directors.
The serial preferred stock, upon issuance, would rank on a parity with the
Series Preferred Stock with respect to the payment of dividends and the
distribution of assets in the event of liquidation, dissolution or winding up
of the Corporation. Dividend provisions, liquidation preferences, voting
rights, if any, sinking fund and redemption provisions, if any, and conversion
and exchange provisions, if any, would be fixed by the Board of Directors.
There are currently no outstanding shares of serial preferred stock. The Board
of Directors has determined not to cause the proposed amendment authorizing the
serial preferred stock to be filed at this time.
VALIDITY OF OFFERED SECURITIES
Unless otherwise specified in the applicable Prospectus Supplement, the
validity of the Offered Securities to which this Prospectus relates will be
passed upon for the Corporation by Gordon S. Calder, Jr., Esq., a Managing
Director and Counsel of Bankers, and for any underwriters or agents by White &
Case, New York, New York. White & Case performs services for the Corporation
from time to time. Mr. Calder has an interest in a number of shares equal to
less than .02% of the Corporation's outstanding Common Stock.
EXPERTS
The consolidated financial statements of the Corporation and its subsidiaries
for the year ended December 31, 1996, appearing in the Corporation's Annual
Report on Form 10-K for the year ended December 31, 1996, and incorporated by
reference into this Prospectus, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in auditing and accounting. KPMG Peat Marwick
LLP has been appointed as independent auditors of the Corporation and its
subsidiaries for the fiscal year ending December 31, 1997, and will audit
future financial statements of the Corporation and its subsidiaries.
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<PAGE>
PLAN OF DISTRIBUTION
The Corporation may sell Offered Securities to one or more underwriters for
public offering and sale by them or may sell Offered Securities to investors
directly or through agents. Any underwriter or agent involved in the offer and
sale of the Offered Securities will be named in the applicable Prospectus
Supplement.
Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Corporation also may, from time to time, authorize firms
acting as the Corporation's agents to offer and sell the Offered Securities
upon the terms and conditions as shall be set forth in the applicable
Prospectus Supplement. In connection with the sale of Offered Securities,
underwriters and agents may be deemed to have received compensation from the
Corporation in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of Offered Securities for whom they act as
agent. Underwriters and agents may sell Offered Securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from such underwriters or agents and may receive
commissions (which may be changed from time to time) from purchasers for whom
they act as agent.
Any underwriting compensation paid by the Corporation to underwriters or
agents in connection with the offering of Offered Securities, and any
discounts, concessions or commissions allowed by underwriters or agents to
participating dealers, will be set forth in the applicable Prospectus
Supplement. Underwriters, dealers and agents participating in the distribution
of the Offered Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Offered Securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. Underwriters, dealers and agents may be
entitled, under agreements with the Corporation, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act, and to reimbursement by the Corporation for certain expenses.
If so indicated in the applicable Prospectus Supplement, the Corporation will
authorize dealers acting as the Corporation's agents to solicit offers by
certain institutions to purchase Offered Securities from the Corporation at the
public offering price set forth in such Prospectus Supplement pursuant to
Delayed Delivery Contracts ("Contracts") providing for payment and delivery on
the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than, and the aggregate principal amount of Offered
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions, but will in all cases be
subject to the approval of the Corporation. Contracts will not be subject to
any conditions except that (i) the purchase by an institution of the Offered
Securities covered by its Contracts shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which
such institution is subject, and (ii) if the Offered Securities are being sold
to underwriters, the Corporation shall have sold to such underwriters the total
principal amount of the Offered Securities less the principal amount thereof
covered by Contracts. Agents and underwriters will have no responsibility in
respect of the delivery or performance of Contracts.
Each series of Offered Securities, except Common Stock, will be a new issue
of securities with no established trading market. Any underwriters to whom
Offered Securities are sold by the Corporation for public offering and sale may
make a market in such Offered Securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of or the trading markets
for any Offered Securities.
BT Securities, a wholly owned subsidiary of the Corporation which is a member
of the National Association of Securities Dealers, Inc. (the "NASD"), may
participate in distributions of the Offered
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<PAGE>
Securities. The offer and sale of the Offered Securities will conform with the
requirements set forth in Rule 2720 of the Conduct Rules of the NASD.
Any market making activities of BT Securities with respect to the Offered
Securities will be conducted in compliance with the requirements of Rule 2720
of the Conduct Rules of the NASD. Following the initial distribution of the
Offered Securities, BT Securities and other affiliates of the Corporation may
offer and sell such Offered Securities in the course of their business as
broker-dealers. BT Securities and such other affiliates may act as principals
or agents in such transactions. This Prospectus may be used by BT Securities
and such other affiliates in connection with such transactions, and such sales,
if any, will be made at varying prices relating to prevailing market prices at
the time of sale or otherwise. Neither BT Securities nor such other affiliates
are obligated to make a market in any of the Offered Securities and may
discontinue any market-making activities at any time without notice.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with, and perform services for, the Corporation in
the ordinary course of business.
During and after the offering, the underwriters or agents may purchase and
sell the Offered Securities in the open market. These transactions may include
overallotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the offering. The underwriters also
may impose a penalty bid, whereby selling concessions allowed to syndicate
members or other broker-dealers in respect of the Offered Securities sold in
the offering for their account may be reclaimed by the syndicate if such
securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Offered Securities, which may be higher than the price that
might otherwise prevail in the open market.
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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, other than underwriting compensation, are:
<TABLE>
<S> <C>
Filing fee for registration statement......................... $ 909,091
Legal fees and expenses....................................... 200,000*
Accounting fees and expenses.................................. 125,000*
Blue sky fees and expenses.................................... 30,000*
Printing and engraving fees................................... 300,000*
Trust indenture fees and expenses............................. 30,000*
Depositary's fees and expenses................................ 30,000*
Rating agency fees............................................ 80,000*
NASD fees..................................................... 30,500
Listing fees.................................................. 100,000*
Miscellaneous................................................. 65,409*
----------
Total....................................................... $1,900,000*
==========
</TABLE>
- --------
* 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.
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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 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
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<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.
Reference is made to the forms of Underwriting Agreements filed as Exhibits
1.1 and 1.2 hereto for a description of certain indemnity arrangements.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
**1.1 --Form of Underwriting Agreement for Debt Securities.
**1.2 --Form of Underwriting Agreement for Common Stock, Series Preferred
Stock and Depositary Shares.
*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
Annual Report on Form 10-K for the year ended December 31, 1996, 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.
**4.2 --Form of Certificate for Series Preferred Stock.
**4.3 --Form of Certificate of Amendment of the Restated Certificate of In-
corporation of the Registrant.
**4.4 --Form of Deposit Agreement.
**4.5 --Form of Depositary Receipt (included as Exhibit A to Exhibit 4.4
hereof).
*4.6 --Indenture, dated as of November 1, 1991, between the Registrant and
The Chase Manhattan Bank (formerly The Chase Manhattan Bank (National
Association)) relating to Senior Debt Securities (filed as an Exhibit
to the Registrant's Current Report on Form 8-K, dated November 12,
1991, file number 1-5920).
*4.7 --First Supplemental Indenture, dated as of September 1, 1993, between
the Registrant and The Chase Manhattan Bank (formerly The Chase Man-
hattan Bank (National Association)) (filed as an Exhibit to the Reg-
istrant's Current Report on Form 8-K, dated October 22, 1993, file
number 1-5920)).
*4.8 --Indenture, dated as of April 1, 1992, between the Registrant and Ma-
rine Midland Bank (formerly Marine Midland Bank, N.A.) relating to
Subordinated Debt Securities (filed as an Exhibit to the Registrant's
Registration Statement on Form S-3, file number 33-50395, as filed on
September 24, 1993).
*4.9 --First Supplemental Indenture, dated as of January 15, 1993, between
the Registrant and Marine Midland Bank (formerly Marine Midland Bank,
N.A.) (filed as an Exhibit to the Registrant's Current Report on Form
8-K dated January 14, 1993, file number 1-5920).
**4.10 --Form of Certificate for Debt Securities.
**5.1 --Opinion re Validity.
**12.1 --Computation of Consolidated Ratios of Earnings to Fixed Charges.
**12.2 --Computation of Consolidated Ratios of Earnings to Combined Fixed
Charges and Preferred Stock Dividend Requirements.
23.1 --Consent of Ernst & Young LLP, 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.
25.1 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of The Chase Manhattan Bank.
25.2 --Form T-1 Statement of Eligibility under the Trust Indenture Act of
1939 of Marine Midland Bank.
</TABLE>
- --------
* Incorporated by reference.
** To be filed by amendment.
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:
II-4
<PAGE>
(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 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.
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 5TH DAY OF
AUGUST, 1997.
Bankers Trust New York Corporation
/s/ Duncan P. Hennes
By:__________________________________
(DUNCAN P. HENNES)
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 August 5, 1997
- ------------------------------------- Board, Chief
(FRANK N. NEWMAN) Executive Officer
and Director
(Principal
Executive Officer)
Richard H. Daniel* Vice Chairman, Chief August 5, 1997
- ------------------------------------- Financial Officer
(RICHARD H. DANIEL) and Controller
(Principal
Financial Officer
and Controller)
George B. Beitzel* Director August 5, 1997
- -------------------------------------
(GEORGE B. BEITZEL)
Phillip A. Griffiths* Director August 5, 1997
- -------------------------------------
(PHILLIP A. GRIFFITHS)
William R. Howell* Director August 5, 1997
- -------------------------------------
(WILLIAM R. HOWELL)
Vernon E. Jordan, Jr.* Director August 5, 1997
- -------------------------------------
(VERNON E. JORDAN, JR.)
Hamish Maxwell* Director August 5, 1997
- -------------------------------------
(HAMISH MAXWELL)
II-6
<PAGE>
SIGNATURE TITLE DATE
N.J. Nicholas Jr.* Director August 5, 1997
- -------------------------------------
(N.J. NICHOLAS JR.)
Russell E. Palmer* Director August 5, 1997
- -------------------------------------
(RUSSELL E. PALMER)
Donald L. Staheli* Director August 5, 1997
- -------------------------------------
(DONALD L. STAHELI)
Patricia C. Stewart* Director August 5, 1997
- -------------------------------------
(PATRICIA C. STEWART)
George J. Vojta* Director August 5, 1997
- -------------------------------------
(GEORGE J. VOJTA)
Paul A. Volcker* Director August 5, 1997
- -------------------------------------
(PAUL A. VOLCKER)
/s/ Duncan P. Hennes
*By _________________________________
(DUNCAN P. HENNES, ATTORNEY-IN-FACT)
II-7
<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 Post-Effective Amendment No. 1 to the
Registration Statement (Form S-3 Nos. 333-15089 and 333-15089-01 through 04) and
the related Prospectus of Bankers Trust New York Corporation and to the
incorporation by reference therein of our report dated January 23, 1997, except
for Note 28, as to which the date is March 6, 1997, with respect to the
consolidated financial statements of Bankers Trust New York Corporation and
Subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
New York, New York
August 4, 1997
<PAGE>
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, R. Kelly Doherty, 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 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.
February 18, 1997 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, Chief
Executive Officer and President
(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>
February 18, 1997
Page 2
/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/ Donald L. Staheli
- -------------------------------
Donald L. Staheli Director
/s/ Patricia C. Stewart
- -------------------------------
Patricia C. Stewart Director
/s/ George J. Vojta
- -------------------------------
George J. Vojta Director
/s/ Paul A. Volcker
- -------------------------------
Paul A. Volcker Director
<PAGE>
___________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
_________________________
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
___________________________________________
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
________________________________________
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
_____________________________________________
BANKERS TRUST NEW YORK CORPORATION
(Exact name of obligor as specified in its charter)
NEW YORK 13-6180473
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
280 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
--------------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
--------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to which it
is subject.
New York State Banking Department, State House, Albany, New York 12110.
Board of Governors of the Federal Reserve System, Washington, D.C., 20551
Federal Reserve Bank of New York, District No. 2, 33 Liberty Street, New
York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C., 20429.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
-2-
<PAGE>
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of Eligibility.
1. A copy of the Articles of Association of the Trustee as now in effect,
including the Organization Certificate and the Certificates of Amendment dated
February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996,
in connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being contained
in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to Form
T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act (see
Exhibit 6 to Form T-1 filed in connection with Registration Statement No. 33-
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank).
7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 1st day of August, 1997.
THE CHASE MANHATTAN BANK
By /s/Sheik Wiltshire
------------------
Sheik Wiltshire
Second Vice President
-3-
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business March 31, 1997, in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
<CAPTION>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................................ $ 11,721
Interest-bearing balances ................................................ 3,473
Securities:.................................................................
Held to maturity securities................................................. 2,965
Available for sale securities............................................... 35,903
Federal Funds sold and securities purchased under agreements to resell...... 24,025
Loans and lease financing receivables:
Loans and leases, net of unearned income.......... $123,957
Less: Allowance for loan and lease losses......... 2,853
Less: Allocated transfer risk reserve............. 13
--------
Loans and leases, net of unearned income,
allowance, and reserve.................................................... 121,091
Trading Assets.............................................................. 54,340
Premises and fixed assets (including capitalized leases).................... 2,875
Other real estate owned..................................................... 302
Investments in unconsolidated subsidiaries and associated companies......... 139
Customers' liability to this bank on acceptances outstanding................ 2,270
Intangible assets........................................................... 1,535
Other assets................................................................ 10,283
--------
TOTAL ASSETS................................................................ $270,922
========
</TABLE>
-4-
<PAGE>
LIABILITIES
<TABLE>
<S> <C>
Deposits
In domestic offices........................................................ $84,776
Noninterest-bearing ...................... $32,492
Interest-bearing ........................... 52,284
-------
In foreign offices, Edge and Agreement
subsidiaries, and IBF's................................................... 69,171
Noninterest-bearing .........................$ 4,181
Interest-bearing............................ 64,990
Federal funds purchased and securities sold under agree-
ments to repurchase.......................................................... 32,885
Demand notes issued to the U.S. Treasury..................................... 1,000
Trading liabilities.......................................................... 42,538
Other Borrowed money (includes mortgage indebtedness
and obligations under capitalized leases):
With a remaining maturity of one year or less.............................. 4,431
With a remaining maturity of more than one year............................ 466
Bank's liability on acceptances executed and outstanding..................... 2,270
Subordinated notes and debentures............................................ 5,911
Other liabilities............................................................ 11,575
TOTAL LIABILITIES............................................................ 255,023
-------
EQUITY CAPITAL
Perpetual Preferred stock and related surplus............................... 0
Common stock................................................................ 1,211
Surplus (exclude all surplus related to preferred stock).................... 10,283
Undivided profits and capital reserves...................................... 4,941
Net unrealized holding gains (Losses)
on available-for-sale securities............................................ (552)
Cumulative foreign currency translation adjustments......................... 16
TOTAL EQUITY CAPITAL........................................................ 15,899
--------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL................................................... $270,922
========
</TABLE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and declare that it has been examined by us, and to the best of our
knowledge and belief has been prepared in conformance with the instructions
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
-5-
<PAGE>
Conformed Copy
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM T-1
STATEMENT OF ELIGIBILITY UNDER THE TRUST
INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-----------
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)
-----------
MARINE MIDLAND BANK
(Exact name of trustee as specified in its charter)
New York 16-1057879
(Jurisdiction of incorporation (I.R.S. Employer
or organization if not a U.S. Identification No.)
national bank)
140 Broadway, New York, N.Y. 10005-1180
(212) 658-1000 (Zip Code)
(Address of principal executive offices)
Charles E. Bauer
Vice President
140 Broadway
New York, New York 10005-1180
Tel: (212) 658-1792
(Name, address and telephone number of agent for service)
BANKERS TRUST NEW YORK CORPORATION
(Exact name of obligor as specified in its charter)
New York 13-6180473
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
130 Liberty Street
New York, New York 10006
(212) 250-2500 (Zip Code)
(Address of principal executive offices)
DEBT SECURITIES
(Title of Indenture Securities)
<PAGE>
General
Item 1. General Information.
--------------------
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervisory
authority to which it is subject.
State of New York Banking Department.
Federal Deposit Insurance Corporation, Washington, D.C.
Board of Governors of the Federal Reserve System,
Washington, D.C.
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with Obligor.
--------------------------
If the obligor is an affiliate of the trustee, describe
each such affiliation.
None
<PAGE>
Item 16. List of Exhibits.
-----------------
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C> <C> <C>
T1A(i) * - Copy of the Organization Certificate of
Marine Midland Bank.
T1A(ii) * - Certificate of the State of New York
Banking Department dated December 31,
1993 as to the authority of Marine Midland
Bank to commence business.
T1A(iii) - Not applicable.
T1A(iv) * - Copy of the existing By-Laws of Marine
Midland Bank as adopted on January 20,
1994.
T1A(v) - Not applicable.
T1A(vi) * - Consent of Marine Midland Bank required
by Section 321(b) of the Trust Indenture
Act of 1939.
T1A(vii) - Copy of the latest report of condition of
the trustee (March 31, 1997), published
pursuant to law or the requirement of its
supervisory or examining authority.
T1A(viii) - Not applicable.
T1A(ix) - Not applicable.
</TABLE>
* Exhibits previously filed with the Securities and Exchange Commission with
Registration No. 33-53693 and incorporated herein by reference thereto.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, the Trustee,
Marine Midland Bank, a banking corporation and trust company organized under the
laws of the State of New York, has duly caused this statement of eligibility to
be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York on the 1st day of August, 1997.
MARINE MIDLAND BANK
By: /s/ Metin Caner
--------------------------------------
Metin Caner
Vice President
<PAGE>
EXHIBIT T1A (VII)
Board of Governors of the
Federal Reserve System
OMB Number: 7100-0036
Federal Deposit Insurance
Corporation
OMB Number: 3064-0052
Office of the Comptroller of
the Currency
OMB Number: 1557-0081
FEDERAL FINANCIAL INSTITUTIONS EXAMINATION COUNCIL Expires March 31, 1999
- --------------------------------------------------------------------------------
[1]
This financial information has not been reviewed, or confirmed
for accuracy or relevance, by the Federal Reserve System.
Please refer to page i,
Table of Contents, for
the required disclosure
of estimated burden.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
CONSOLIDATED REPORTS OF CONDITION AND INCOME FOR
A BANK WITH DOMESTIC AND FOREIGN OFFICES--FFIEC 031
<S> <C>
(950630)
REPORT AT THE CLOSE OF BUSINESS MARCH 31, 1997 -----------
(RCRI 9999)
This report is required by law; 12 U.S.C. (S)324 This report form is to be filed by banks with branches and
(State member banks); 12 U.S.C. (S) 1817 (State consolidated subsidiaries in U.S. territories and possessions,
nonmember banks); and 12 U.S.C. (S)161 (National Edge or Agreement subsidiaries, foreign branches, consoli-dated
banks). foreign subsidiaries, or International Banking Facilities.
- -----------------------------------------------------------------------------------------------------------------------
NOTE: The Reports of Condition and Income must be The Reports of Condition and Income are to be prepared in
signed by an authorized officer and the Report of accordance with Federal regulatory authority instructions.
Condition must be attested to by not less than two NOTE: These instructions may in some cases differ from
directors (trustees) for State nonmember banks and generally accepted accounting principles.
three directors for State member and National Banks.
I, Gerald A. Ronning, Executive VP & Controller We, the undersigned directors (trustees), attest to the
-------------------------------------------- correctness of this Report of Condition (including the
Name and Title of Officer Authorized to Sign Report supporting schedules) and declare that it has been examined by
us and to the best of our knowledge and belief has been
of the named bank do hereby declare that these prepared in conformance with the instructions issued by the
Reports of Condition and Income (including the appropriate Federal regulatory authority and is true and
supporting schedules) have been prepared in correct.
conformance with the instructions issued by the
appropriate Federal regulatory authority and are
true to the best of my knowledge and believe. /s/ Henry J. Nowak
----------------------------------------------------------------
Director (Trustee)
/s/ Gerald A. Ronning /s/ Bernard J. Kennedy
- ----------------------------------------------------- ----------------------------------------------------------------
Signature of Officer Authorized to Sign Report Director (Trustee)
/s/ Northrup R. Knox
4/28/97 ----------------------------------------------------------------
- ----------------------------------------------------- Director (Trustee)
Date of Signature
- -----------------------------------------------------------------------------------------------------------------------
FOR BANKS SUBMITTING HARD COPY REPORT FORMS:
STATE MEMBER BANK: Return the original and one copy to the appropriate Federal Reserve District Bank.
STATE NONMEMBER BANKS: Return the original only in the special return address envelope provided. If express mail is used in lieu
of the special return address envelope, return the original only to the FDIC, c/o Quality Data Systems, 2127 Espey Court, Suite
204, Crofton, MD 21114.
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FDIC Certificate Number 0 0 5 8 9
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(RCRI 9030)
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NOTICE
This form is intended to assist institutions with state publication
requirements. It has not been approved by any state banking
authorities. Refer to your appropriate state banking authorities
for your state publication requirements.
REPORT OF CONDITION
Consolidating domestic and foreign subsidiaries of the
Marine Midland Bank of Buffalo
Name of Bank City
in the state of New York, at the close of business
March 31, 1997
ASSETS
Thousands
of dollars
Cash and balances due from depository
institutions:
Noninterest-bearing balances
currency and coin............................ $ 1,026,267
Interest-bearing balances.................... 2,219,196
Held-to-maturity securities.................. 0
Available-for-sale securities................ 3,728,393
Federal funds sold and securities purchased
under agreements to resell................... 1,830,419
Loans and lease financing receivables:
Loans and leases net of unearned
income.................... 21,110,911
LESS: Allowance for loan and lease
losses..................... 441,315
LESS: Allocated transfer risk reserve 0
Loans and lease, net of unearned
income, allowance, and reserve............... 20,669,596
Trading assets............................... 1,005,199
Premises and fixed assets (including
capitalized leases).......................... 217,027
Other real estate owned......................... 18,586
Investments in unconsolidated
subsidiaries and associated companies........... 0
Customers' liability to this bank on
acceptances outstanding......................... 21,351
Intangible assets............................... 495,502
Other assets.................................... 709,342
Total assets.................................... 31,940,878
LIABILITIES
Deposits:
In domestic offices.......................... 20,236,232
Noninterest-bearing.......................... 4,166,679
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Interest-bearing............................. 16,069,553
In foreign offices, Edge, and Agreement
subsidiaries, and IBFs.......................... 2,639,327
Noninterest-bearing.......................... 0
Interest-bearing............................. 2,639,327
Federal funds sold and securities purchased
under agreements to resell................... 3,281,586
Demand notes issued to the U.S. Treasury 197,415
Trading Liabilities............................. 267,837
Other borrowed money:
With a remaining maturity of one year
or less...................................... 1,800,280
With a remaining maturity of more than
one year..................................... 371,195
Bank's liability on acceptances
executed and outstanding........................ 21,351
Subordinated notes and debentures............... 497,585
Other liabilities............................... 525,585
Total liabilities............................... 29,838,393
Limited-life preferred stock and
related surplus................................. 0
EQUITY CAPITAL
Perpetual preferred stock and related
surplus......................................... 0
Common Stock.................................... 205,000
Surplus......................................... 1,983,378
Undivided profits and capital reserves.......... (76,867)
Net unrealized holding gains (losses)
on available-for-sale securities................ (9,026)
Cumulative foreign currency translation
adjustments..................................... 0
Total equity capital............................ 2,102,485
Total liabilities, limited-life
preferred stock, and equity capital............. 31,940,878
