<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 33-65301
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED MAY 31, 1996)
$50,000,000
BANKERS TRUST NEW YORK CORPORATION
LOGO 7.75% SUBORDINATED NOTES DUE MAY 1, 2012
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Interest on the Offered Notes is payable by Bankers Trust New York
Corporation (the "Corporation") quarterly in arrears on the first day of
February, May, August and November of each year, commencing on August 1, 1997,
and the Offered Notes will mature on May 1, 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 May 1, 2001. On or after such
date, all, but not less than all, of the Offered Notes may be redeemed at the
option of the Corporation on the first day of February, May, August and
November of each year 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.
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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.
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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% 1.73% 98.27%
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Total $50,000,000 $865,000 $49,135,000
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</TABLE>
(1) Plus accrued interest from May 1, 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 Underwriter, subject to receipt and
acceptance by it and to its 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 May 1, 1997.
----------------
SMITH BARNEY INC.
The date of this Prospectus Supplement is April 17, 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 TRANSAC"TIONS.
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
December 31, 1996, the Corporation had consolidated total assets of $120.2
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
On April 6, 1997, the Corporation and Alex. Brown Incorporated announced that
they had signed a definitive agreement to merge. The merger is expected to take
place some time in the fourth quarter of 1997. Additional information with
respect to the merger is set forth in the Corporation's Current Report on Form
8-K filed on April 7, 1997, which is incorporated herein by reference.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------ -------------
1992 1993 1994 1995 1996 1996 1997
---- ---- ---- ---- ---- ------ ------
<S> <C> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits..... 1.44 1.71 1.28 1.08 1.21 1.18 1.26
Including Interest on Deposits..... 1.28 1.48 1.21 1.06 1.16 1.14 1.18
</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.
S-2
<PAGE>
CERTAIN TERMS OF THE OFFERED NOTES
GENERAL
The Corporation's 7.75% Subordinated Notes due May 1, 2012 offered hereby
(the "Offered Notes") will be limited to $50,000,000 aggregate principal amount
and will mature on May 1, 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 7.75% per annum from May 1,
1997, payable quarterly in arrears on the first day of February, May, August
and November of each year, beginning on August 1, 1997, 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." 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 May 1, 2001. On or after such
date all, but not less than all, of the Offered Notes may be redeemed at the
option of the Corporation on the first day of February, May, August and
November of each year 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 accompanying this Prospectus Supplement. 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.
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.
S-3
<PAGE>
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.
As of March 31, 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 subsidiaries for
the year ended December 31, 1996, appearing in the Annual Report on Form 10-K
for the year ended December 31, 1996, and incorporated by reference in 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.
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
dated April 17, 1997 (the "Underwriting Agreement"), the Corporation has agreed
to sell to Smith Barney Inc. (the "Underwriter"), and the Underwriter has
agreed to purchase, the aggregate principal amount of Offered Notes.
The Underwriting Agreement provides that the obligation of the Underwriter to
pay for and accept delivery of the Offered Notes is subject to the approval of
certain legal matters by its counsel and to certain other conditions.
The Underwriter proposes to offer part of the Offered Notes directly to the
public at the public offering price set forth on the cover page hereof and part
to certain dealers at a price that represents a concession not in excess of
1.375% of the principal amount under the public offering price. The Underwriter
may allow, and such dealers may reallow, a concession not in excess of .50% of
the principal amount of the Offered Notes to certain other dealers; after the
initial public offering, the public offering price and concession and discount
to dealers may be changed by the Underwriter.
The Corporation has agreed to indemnify the Underwriter against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended.
The Corporation has been advised by the Underwriter that the Underwriter
currently intends to make a market in the Offered Notes, although the
Underwriter is under no obligation to do so and the Underwriter may discontinue
any such market making at any time in its sole discretion. Accordingly, no
assurance can be given as to the liquidity of, or the trading markets for, the
Offered Notes.
This Prospectus Supplement and the accompanying Prospectus may also be
delivered in connection with sales of the Offered Notes by affiliates of the
Corporation that have acquired such Offered Notes.
The Underwriter and certain of its associates and affiliates may be customers
of (including borrowers from), engage in transactions with and perform services
for the Corporation and its subsidiaries (including Bankers) in the ordinary
course of business.
The Underwriter may engage in over-allotment, stabilizing transactions and
covering transactions in accordance with Regulation M under the Exchange Act.
Over-allotment involves sales in excess of the offering size, which creates a
short position for the Underwriter. Stabilizing transactions involve bids to
purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum. Covering transactions involve purchases of the Offered
Notes in the open market after the distribution has been completed in order to
cover short positions. Such stabilizing transactions and covering transactions
may cause the price of the Offered Notes to be higher than it would otherwise
be in the absence of such transactions.
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 Underwriter. 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
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<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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$50,000,000
BANKERS TRUST
NEW YORK CORPORATION
7.75% SUBORDINATED NOTES DUE MAY 1, 2012
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PROSPECTUS SUPPLEMENT
APRIL 17, 1997
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SMITH BARNEY INC.
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