<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 11, 1997
REGISTRATION NO. 333-31061
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
BANKERS TRUST NEW YORK CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CERTIFICATE)
---------------
NEW YORK 6711 13-61804073
(STATE OR OTHER
JURISDICTION OF
INCORPORATION OR
ORGANIZATION)
(PRIMARY STANDARD INDUSTRIAL CLASSIFICATION CODE NUMBER)
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
---------------
130 LIBERTY STREET, NEW YORK, NY 10006, (212) 250-2500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING
AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
MELVIN A. YELLIN
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
BANKERS TRUST NEW YORK CORPORATION
130 LIBERTY STREET
NEW YORK, NY 10006
(212) 250-2500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
---------------
WITH COPIES TO:
CRAIG M. WASSERMAN, ESQ. DAVID W. HELENIAK, ESQ.
WACHTELL, LIPTON, ROSEN & KATZ SHEARMAN & STERLING
51 WEST 52ND STREET 599 LEXINGTON AVENUE
NEW YORK, NY 10019 NEW YORK, NY 10022
TELEPHONE: (212) 403-1000 TELEPHONE: (212) 848-4000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the transactions described herein. If the securities being
registered on this Form are being offered in connection with the formation of
a holding company and there is compliance with General Instruction G, check
the following box. [_]
---------------
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>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
I. 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 stockholders, (ii) a resolution of
directors, or (iii) an agreement providing for such indemnification, it
being expressly intended that these By-Laws authorize the creation of other
rights in any such manner.
Section 5.03 The corporation shall, from time to time, reimburse or
advance to any person referred to in Section 5.01 the funds necessary for
payment of expenses, including attorneys' fees, incurred in connection with
any action or proceeding referred to in Section 5.01, upon receipt of a
written undertaking by or on behalf of such person to repay such amount(s)
if a judgment or other final adjudication adverse to 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
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<PAGE>
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 stockholders) 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 stockholders) 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 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 Officer 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.
II. Exhibits and Financial Statement Schedules
(a) Exhibits. See Exhibit Index.
(b) Financial Statement Schedules. Not Applicable.
(c) Report, Opinion or Appraisal. Not Applicable.
III. Undertakings
A. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") 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
II-2
<PAGE>
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.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this Registration Statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c),
the issuer undertakes that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
D. The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (c) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offering therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
E. The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this Form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in the
documents filed subsequent to the effective date of the Registration Statement
through the date of responding to the request.
F. The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
G. The undersigned Registrant hereby undertakes:
1. To file during any period in which offers and sales are being made, a
post-effective amendment to this Registration Statement:
a. To include any prospectus required by Section 10(a)(3) of the Act;
b. 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
c. 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.
II-3
<PAGE>
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.
II-4
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
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 JULY 11, 1997.
Bankers Trust New York Corporation
/s/ James T. Byrne, Jr.
By: _________________________________
JAMES T. BYRNE, JR.
SENIOR VICE PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE
DATE INDICATED.
SIGNATURE TITLE DATE
*Frank N. Newman Chairman of the
- ------------------------------------- Board, Chief July 11, 1997
FRANK N. NEWMAN Executive Officer
and President
(Principal
Executive Officer)
*Richard H. Daniel Vice Chairman, Chief
- ------------------------------------- Financial Officer July 11, 1997
RICHARD H. DANIEL and Controller
(Principal
Financial Officer)
*George B. Beitzel Director
- ------------------------------------- July 11, 1997
GEORGE B. BEITZEL
II-5
<PAGE>
SIGNATURE TITLE DATE
Director
- -------------------------------------
PHILLIP A. GRIFFITHS
*William R. Howell Director
- ------------------------------------- July 11, 1997
WILLIAM R. HOWELL
*Vernon E. Jordan, Jr. Director
- ------------------------------------- July 11, 1997
VERNON E. JORDAN, JR.
*Hamish Maxwel Director
- ------------------------------------- July 11, 1997
HAMISH MAXWEL
*N.J. Nicholas, Jr. Director
- ------------------------------------- July 11, 1997
N.J. NICHOLAS, JR.
*Russell E. Palmer Director
- ------------------------------------- July 11, 1997
RUSSELL E. PALMER
*Donald L. Staheli Director
- ------------------------------------- July 11, 1997
DONALD L. STAHELI
*Patricia Carry Stewart Director
- ------------------------------------- July 11, 1997
PATRICIA CARRY STEWART
*George J. Vojta Director
- ------------------------------------- July 11, 1997
GEORGE J. VOJTA
*Paul A. Volcker Director
- ------------------------------------- July 11, 1997
PAUL A. VOLCKER
/s/ James T. Byrne, Jr.
*By: ________________________________
JAMES T. BYRNE, JR., ATTORNEY-IN-
FACT
II-6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
2 Agreement and Plan of Merger, by and among Bankers Trust New York
Corporation, Voyager Merger Corporation and Alex. Brown Incorporated,
dated as of April 6, 1997, included as Appendix A to the accompanying
Joint Proxy Statement-Prospectus.
3.1 Articles of Incorporation, as amended
Restated Certificate of Incorporation of the Registrant filed with the
State of New York on June 9, 1988.(1)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on August 30,
1989.(1)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on June 14,
1990.(1)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on March 20,
1992.(1)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on October 27,
1992.(1)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on January 21,
1993.(1)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on June 1,
1993.(1)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on August 18,
1993.(2)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on March 25,
1994.(3)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on August 22,
1994.(4)
Certificate of Amendment of the Restated Certificate of Incorporation
of the Registrant filed with the State of New York on June 29,
1995.(5)
3.2 By-laws as in effect January 21, 1997.(6)
4 Long-Term Debt Indentures.(6)
5 Opinion of Melvin A. Yellin (re: validity of shares of Common Stock to
be issued).
8.1 Opinion of Shearman & Sterling (re: tax consequences).
8.2 Opinion of Wachtell, Lipton, Rosen & Katz (re: tax consequences).
10.1 Lease Agreement relating to the seven stories of a 37-story building
located at 14-16 Wall Street.(7)
10.2 Lease Agreement relating to the eight-story building located in Jersey
City, New Jersey.(8)
10.3 Lease Agreement relating to the eight-story building located in
London, England.(9)
10.4 Lease Agreement relating to the three-story building in Nashville,
Tennessee.(10)
10.5 Synopsis of the Agreement for Sub-Lease and the Sub-Lease relating to
the 42-story building located in Sydney, Australia.(11)
10.6 Employment Contract for Richard H. Daniel.(12)
10.7 Partnership for One-hundred Plan--Plan Document, as amended.(6)
10.8 Severance Agreement with Timothy T. Yates.(13)
</TABLE>
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
10.9 Severance Agreement with Charles S. Sanford, Jr.(13)
10.10 Employment Agreement for David Marshall.(14)
10.11 Consulting Agreement with Paul Volcker.(14)
10.12 BT Investments (Australia) Limited Group Notional Equity Participation
Plan, as amended.(14)
10.13 Employment Contract for Frank N. Newman.(21)
10.14 Severance agreement with Eugene B. Shanks.(21)
10.15 Severance agreement with B.J. Kingdon.(23)
10.16 1994 Stock Option and Stock Award Plan.(15)
10.17 1991 Stock Option and Stock Award Plan.(16)
10.18 1985 Stock Option and Stock Award Plan(17) and
January 1989 amendments thereto.(11)
10.19 Additional Capital Accumulation Plan.(18)
10.20 The Supplemental Executive Retirement Plan.(9)
10.21 Deferred Compensation Plan for Directors(22) and January 1989
amendments to the Deferred Compensation Plan for Directors and The
Supplemental Executive Retirement Plan.(15)
10.22 Partnership for One-hundred Plan II--Plan Document.
12.1 Computation of Consolidated Ratios of Earnings to Fixed Charges.(23)
12.2 Computation of Consolidated Ratios of Earnings to Combined Fixed
Charges and Preferred Stock Dividends Requirements.(23)
21 Subsidiaries of the Registrant.(6)
23.1 Consent of Alex. Brown & Sons Incorporated.
23.2 Consent of BT Wolfensohn.
23.3 Consent of Melvin Yellin, included in Exhibit 5.1 to this Registration
Statement.
23.4 Consent of Shearman & Sterling, included in Exhibit 8.1 to this
Registration Statement.
23.5 Consent of Wachtell, Lipton, Rosen & Katz, included in Exhibit 8.2 to
this Registration Statement.
23.6* Consent of Ernst & Young LLP.
23.7 Consent of KPMG Peat Marwick LLP.
24 Power of Attorney, included on signature page hereof.
99.1 Stock Option Agreement between Bankers Trust New York Corporation and
Alex. Brown Incorporated, dated as of April 6, 1997.
99.2 Stock Option Agreement between Alex. Brown Incorporated and Bankers
Trust New York Corporation, dated as of April 6, 1997.
99.3 Consent of A.B. Krongard as a Person about to Become a Director.
99.4 Form of Employment Agreement between Bankers Trust New York
Corporation and certain employees of Alex. Brown Incorporated.
99.5 Rights Agreement dated as of February 22, 1988 describing the terms of
the Preferred Share Purchase Rights.(9)
99.6 Written Agreement dated December 4, 1994, among Bankers Trust New York
Corporation, Bankers Trust Company, BT Securities Corporation and the
Federal Reserve Bank of New York.(20)
</TABLE>
II-8
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
99.7 Offer of Settlement of BT Securities Corporation before the Securities
and Exchange Commission, dated December 21, 1994.(19)
99.8 Offer of Settlement of Respondent BT Securities Corporation before the
Commodity Futures Trading Commission, dated December 21, 1994.(19)
99.9 Order Instituting Proceedings Pursuant to Section 8A of the Securities
Act of 1933 and Section 15(b) and 21c of the Securities Act of 1934,
and Findings and Order Imposing Remedial Sanctions. In re BT
Securities Corporation, Securities Act of 1933 Release No. 7124 (Dec.
22, 1994).(19)
99.10 Complaint Pursuant to Section 6(c) and 6(d) of the Commodity Exchange
Act and Opinion and Order Accepting Offer of Settlement, Making
Findings and Imposing Remedial Sanctions, in re BT Securities
Corporation, CFTC Docket No. 95-2 (Dec. 22, 1994).(19)
99.11 Form of Alex. Brown Incorporated Proxy Card
99.12 Form of Bankers Trust New York Corporation Proxy Card
</TABLE>
(NOTE: FOOTNOTE REFERENCES FOR THIS INDEX APPEAR ON THE NEXT PAGE.)
* Filed herewith. All other Exhibits have been filed previously.
II-9
<PAGE>
FOOTNOTE REFERENCES
(1) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 8-K dated September 24, 1993, file number 1-5920.
(2) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 8-K dated August 6, 1993, file number 1-5920.
(3) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 8-K dated March 21, 1994, file number 1-5920.
(4) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 8-K dated August 12, 1994, file number 1-5920.
(5) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 8-K dated June 29, 1995, file number 1-5920.
(6) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1996, file number
1-5920.
(7) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1986, file number
1-5920.
(8) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1983, file number
1-5920.
(9) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1987, file number
1-5920.
(10) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1992, file number
1-5920.
(11) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1993, file number
1-5920.
(12) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-Q dated May 15, 1996, file number 1-5920.
(13) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-Q dated August 14, 1996, file number 1-5920.
(14) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-Q dated November 14, 1996, file number 1-5920.
(15) This document is incorporated by reference from Bankers Trust New York
Corporation's Registration Statement on Form S-8 (No. 33-54971) as filed
on August 9, 1994.
(16) This document is incorporated by reference from Bankers Trust New York
Corporation's Registration Statement on Form (No. 33-41014) as filed on
June 10, 1991.
(17) This document is incorporated by reference from Bankers Trust New York
Corporation's Proxy Statement dated as of March 21, 1988, file number 1-
5920.
(18) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1989, file number
1-5920.
(19) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 8-K dated December 22, 1994, file number 1-5920.
(20) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1994, file number
1-5920.
(21) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-K for the year ended December 31, 1995, file number
1-5920.
(22) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 8-K dated November 10, 1995, file number 1-5920.
(23) This document is incorporated by reference from Bankers Trust New York
Corporation's Form 10-Q dated May 15, 1997, file number 1-5920.
II-10
<PAGE>
Exhibit 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the Joint
Proxy Statement / Prospectus of Bankers Trust New York Corporation and Alex.
Brown Incorporated which is made part of the Registration Statement on Form S-4
for the registration of securities 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
July 10, 1997
