<PAGE>
RULE NO. 424(b)(5)
REGISTRATION NO. 33-65301
PROSPECTUS SUPPLEMENT
(To Prospectus Dated May 31, 1996)
$100,000,000
BANKERS TRUST NEW YORK CORPORATION
LOGO 7.15% SUBORDINATED NOTES DUE AUGUST 14, 2012
----------------
Interest on the Offered Notes is payable by Bankers Trust New York
Corporation (the "Corporation") semi-annually in arrears on the 14th day of
February and August of each year, commencing on February 14, 1998, and the
Offered Notes will mature on August 14, 2012. The Offered Notes will be
unsecured and subordinated as described herein under "Certain Terms of the
Offered Notes--Subordination."
The Offered Notes may not be redeemed prior to August 14, 2002. On and only
on such date, all, but not less than all, of the Offered Notes may be redeemed
at the option of the Corporation upon at least 30 days' notice at par plus
accrued interest to the date fixed for redemption. See "Certain Terms of the
Offered Notes--Optional Redemption." Payment of the principal of the Offered
Notes may be accelerated only in the case of certain events involving the
bankruptcy, insolvency or reorganization of the Corporation. There is no right
of acceleration 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 Debt Securities" in the Prospectus accompanying this Prospectus
Supplement.
The Offered Notes will be represented by Global Debt Securities registered in
the name of the nominee of The Depository Trust Company, New York, New York
("DTC"), which will act as the Depository. Interests in the Offered Notes
represented by Global Debt Securities will be shown on, and transfers thereof
will be effected only through, records maintained by the Depository and its
direct and indirect participants. Except as described herein, Offered Notes in
definitive form will not be issued. Settlement for the Offered Notes will be
made in immediately available funds.
----------------
THE OFFERED NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT
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 SUPPLEMENT OR
THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
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<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) CORPORATION(1)(3)
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<S> <C> <C> <C>
Per Offered Note ................ 100.00% 0.80% 99.20%
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Total ........................... $100,000,000 $800,000 $99,200,000
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</TABLE>
(1) Plus accrued interest from August 14, 1997, if any.
(2) The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deduction of expenses payable by the Corporation estimated at
$100,000.
----------------
The Offered Notes are offered by the Underwriters, subject to receipt and
acceptance by them and to their right to reject any order in whole or in part.
It is expected that delivery of the Offered Notes will be made through the
book-entry facilities of DTC on or about August 14, 1997.
----------------
BEAR, STEARNS & CO. INC.
MORGAN STANLEY DEAN WITTER
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
July 31, 1997.
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE OFFERED NOTES,
INCLUDING OVER-ALLOTMENT, STABILIZING TRANSACTIONS AND COVERING TRANSACTIONS.
FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
BANKERS TRUST NEW YORK CORPORATION
GENERAL
Bankers Trust New York Corporation (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 provides a broad range of financial advisory services to its
clients. It also engages in the proprietary trading of currencies, securities,
derivatives and commodities.
The Corporation is a legal entity separate and distinct from its
subsidiaries, including 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 Corporation ("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 (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, the Surviving Corporation 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.
S-2
<PAGE>
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
ENDED
YEAR ENDED DECEMBER 31, 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.
CERTAIN TERMS OF THE OFFERED NOTES
GENERAL
The Corporation's 7.15% Subordinated Notes due August 14, 2012 offered hereby
(the "Offered Notes") will be limited to $100,000,000 aggregate principal
amount and will mature on August 14, 2012. The Offered Notes will be issued
pursuant to an Indenture, dated as of April 1, 1992, between the Corporation
and Marine Midland Bank, as Trustee (the "Trustee"), as supplemented by the
First Supplemental Indenture thereto, dated as of January 15, 1993, between the
Corporation and the Trustee (collectively, the "Subordinated Indenture"). The
Offered Notes will bear interest at the rate of 7.15% per annum from August 14,
1997, payable semi-annually in arrears on the 14th day of February and August
of each year, beginning on February 14, 1998, to the persons in whose names the
Offered Notes (or any predecessor Offered Notes) are registered at the close of
business on the fifteenth day next preceding such interest payment date.
The Offered Notes will be issued in fully registered form, in denominations
of $1,000 and integral multiples of $1,000 in excess thereof. The paying agent,
registrar and transfer agent for the Offered Notes will be the corporate trust
department of Bankers in The City of New York.
Reference should be made to the Prospectus for a description of other terms
of the Offered Notes and the information contained herein concerning the
Offered Notes is qualified by reference to the provisions of the Subordinated
Indenture, including the definitions therein of certain terms. See "Description
of Debt Securities" in the Prospectus. Defined terms used but not defined in
this Prospectus Supplement have the meanings ascribed to them in the
Prospectus.
OPTIONAL REDEMPTION
The Offered Notes may not be redeemed prior to August 14, 2002. On and only
on such date all, but not less than all, of the Offered Notes may be redeemed
at the option of the Corporation upon at least 30 days' notice at par plus
accrued interest to the date fixed for redemption, all in accordance with the
Subordinated Indenture.
BOOK-ENTRY SYSTEM
The Offered Notes will be issued in the form of one or more fully registered
Global Securities (collectively, the "Global Security"), which will be
deposited with, or on behalf of, The Depository Trust Company, New York, New
York ("DTC"), as depository for the Global Security (the "Depository"), and
registered in the name of DTC's nominee. Transfers or exchanges of beneficial
interests in the Global Security may be effected only through a participating
member of DTC. Under certain limited circumstances Offered Notes may be issued
in certificated form in exchange for the Global Security. See "Book-Entry
Securities" in the Prospectus. In the event that Offered Notes are issued in
certificated form, such Offered Notes may be transferred or exchanged at the
offices described in the second following paragraph.
S-3
<PAGE>
Payment of principal of, and interest on, Offered Notes registered in the
name of DTC or its nominee will be made to DTC or its nominee, as the case may
be, as the registered owner of the Global Security. None of the Corporation,
the Trustee, any Paying Agent or any other agent of the Corporation or the
Trustee will have any responsibility or liability for any aspect of the records
relating to or payments made on account of beneficial ownership interests in
the Global Security or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.
In the event that Offered Notes are issued in certificated form, principal
and interest will be payable, the transfer of the Offered Notes will be
registrable and Offered Notes will be exchangeable for Offered Notes bearing
identical terms and provisions at the office of the agent of the Corporation in
The City of New York designated for such purpose, provided that payment of
interest may be made at the option of the Corporation by check mailed to the
address of the person entitled thereto.
SUBORDINATION
THE OFFERED NOTES WILL BE SUBJECT TO THE SUBORDINATION PROVISIONS AS SET
FORTH IN THE SUBORDINATED INDENTURE AND DESCRIBED IN "DESCRIPTION OF DEBT
SECURITIES--SUBORDINATION" IN THE PROSPECTUS, AS SUPPLEMENTED BELOW.
In addition to the subordinated debt obligations listed in the Prospectus
under the heading "Description of Debt Securities--Subordination," for the
purposes of the Offered Notes, "Existing Subordinated Indebtedness" includes
the Corporation's 7 1/4% Subordinated Notes due October 15, 2011 and 7.75%
Subordinated Notes due May 1, 2012.
As of June 30, 1997, Senior Indebtedness and Other Financial Obligations of
the Corporation aggregated approximately $16 billion.
The Subordinated Indenture does not limit or prohibit the incurrence of
additional Senior Indebtedness, which may include indebtedness that is senior
to the Offered Notes but subordinate to other obligations of the Corporation,
including obligations of the Corporation in respect of Other Financial
Obligations.
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 Supplement, the accompanying Prospectus and the
Registration Statement, 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.
VALIDITY OF OFFERED NOTES
The validity of the Offered Notes will be passed upon for the Corporation by
Gordon S. Calder, Jr., Esq., a Managing Director and Counsel of Bankers, and
for the Underwriters 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 0.02 percent of the Corporation's
outstanding common stock.
S-4
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Corporation and the Underwriters named
below (the "Underwriters"), the Corporation has agreed to sell to each of the
Underwriters, and each of the Underwriters has severally agreed to purchase
from the Corporation, the aggregate principal amount of Offered Notes set forth
opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
Bear, Stearns & Co. Inc. ...................................... $ 45,000,000
Morgan Stanley & Co. Incorporated.............................. 25,000,000
PaineWebber Incorporated....................................... 15,000,000
Prudential Securities Incorporated............................. 15,000,000
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Total...................................................... $100,000,000
============
</TABLE>
The Underwriters have advised the Corporation that they propose to offer some
or all of the Offered Notes to the public at the offering price set forth on
the cover page of this Prospectus Supplement and any balance to certain dealers
at a price that reflects concessions not in excess of .50% of the principal
amount of the Offered Notes. Such dealers may reallow a concession to other
dealers not in excess of .25% of the principal amount of the Offered Notes.
After the initial offering to the public, the public offering price and other
selling terms may be changed.
The Underwriting Agreement provides that the Corporation will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all of the Offered Notes if any are purchased.
Certain of the Underwriters and their affiliates engage from time to time in
general financing and banking transactions with, and serve as financial
advisors to, the Corporation and its affiliates.
The Corporation does not intend to apply for listing of the Offered Notes on
a national securities exchange, but has been advised by the Underwriters that
one or more of the Underwriters presently intends to make a market in the
Offered Notes, as permitted by applicable laws and regulations. None of the
Underwriters is obligated, however, to make a market in the Offered Notes and
any such market making may be discontinued at any time at the sole discretion
of the Underwriters. Accordingly, no assurance can be given as to the liquidity
of, or trading market for, the Offered Notes.
In order to facilitate the offering, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the Offered Notes during and after the offering.
Specifically, the Underwriters may over-allot or otherwise create a short
position in the Offered Notes for their own account by selling more Offered
Notes than have been sold to them by the Corporation. The Underwriters may
elect to cover any such short position by purchasing Offered Notes in the open
market. In addition, such persons may stabilize or maintain the price of the
Offered Notes by bidding for or purchasing Offered Notes in the open market and
may impose penalty bids, under which selling concessions allowed to syndicate
members or other broker-dealers participating in the offering are reclaimed if
Offered Notes previously distributed in the offering are repurchased in
connection with stabilization transactions or otherwise. The effect of these
transactions may be to stabilize or maintain the market price of the Offered
Notes at a level above that which might otherwise prevail in the open market.
The imposition of a penalty bid may also affect the price of the Offered Notes
to the extent that it discourages resales thereof. No representation is made as
to the magnitude or effect of any such stabilization or other transactions.
Such transactions, if commenced, may be discontinued at any time.
S-5
<PAGE>
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NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS, IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH
OTHER INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE CORPORATION OR THE UNDERWRITERS. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO
CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
OR IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS ARE NOT AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY THE NOTES OFFERED HEREBY IN ANY JURISDICTION IN WHICH IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION.
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
PROSPECTUS SUPPLEMENT
<S> <C>
Bankers Trust New York Corporation......................................... S-2
Certain Terms of the Offered Notes......................................... S-3
Experts.................................................................... S-4
Validity of Offered Notes.................................................. S-4
Underwriting............................................................... S-5
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents
by Reference.............................................................. 2
Bankers Trust New York Corporation......................................... 3
Use of Proceeds............................................................ 4
Description of Debt Securities............................................. 4
Book-Entry Securities...................................................... 11
United States Taxation..................................................... 12
Foreign Currency Risks..................................................... 12
Description of Series Preferred Stock...................................... 14
Depositary Shares.......................................................... 17
Description of the Corporation's
Capital Stock............................................................. 19
Validity of Offered Securities............................................. 25
Experts.................................................................... 25
Plan of Distribution....................................................... 25
</TABLE>
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$100,000,000
LOGO BANKERS TRUST
NEW YORK CORPORATION
7.15% SUBORDINATED NOTES DUE AUGUST 14, 2012
-----------------------------
PROSPECTUS SUPPLEMENT
-----------------------------
BEAR, STEARNS & CO. INC.
MORGAN STANLEY DEAN WITTER
PAINEWEBBER INCORPORATED
PRUDENTIAL SECURITIES INCORPORATED
JULY 31, 1997
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