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FILE PURSUANT TO
PROSPECTUS RULE 424(b)(2)
BANKERS TRUST NEW YORK CORPORATION
[LOGO]
COMMON STOCK
This prospectus relates to 3,000,000 shares (the "Shares") of Common Stock,
$1.00 par value (the "Common Stock"), of Bankers Trust New York Corporation
(the "Corporation") to be offered from time to time for the account of one or
more of the selling shareholders named herein (the "Selling Shareholders"). See
"Selling Shareholders" and "Description of the Corporation's Common Stock".
The Shares may be sold from time to time by the Selling Shareholders, in
separate transactions or in a single transaction, directly or through agents,
brokers or dealers designated from time to time. If necessary, a supplemental
Prospectus will describe the method of sale in greater detail. The Corporation
will not receive any of the proceeds from the sale of the Shares offered hereby
but will bear certain of the expenses thereof. See "Use of Proceeds" and "Plan
of Distribution".
The Selling Shareholders, agents, brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any commissions received by them and any profit on
the resale of the Shares may be deemed to be underwriting compensation under
the Securities Act. See "Plan of Distribution".
The Common Stock is quoted on the New York Stock Exchange under the symbol
"BT". On July 19, 1996, the last reported sale price of the Common Stock was
$71.875 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 31, 1996.
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AVAILABLE INFORMATION
The Corporation has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 under the Securities Act
with respect to the Shares (together with all amendments, exhibits and
schedules thereto, the "Registration Statement"). This Prospectus, which
constitutes a part of the Registration Statement, does not contain all the
information set forth in the Registration Statement, to which reference is
hereby made. Statements made in this Prospectus as to the contents of any
contract, agreement or other document are not necessarily complete; with
respect to each contract, agreement or other document filed as an exhibit to
the Registration Statement, reference is made to such exhibit for a more
complete description of the matter involved.
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information
with the Commission. The Registration Statement as well as such reports, proxy
statements and other information concerning the Corporation can be inspected
and copied at the Commission's office at 450 Fifth Street, N.W., Washington,
D.C. 20549, and the Commission's Regional Offices in New York (Seven World
Trade Center, 13th Floor, New York, New York 10048) and Chicago (500 West
Madison Street, Suite 1400, Chicago, Illinois 60661), and copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. In
addition, such material can be inspected at the office of the New York Stock
Exchange and the office of the American Stock Exchange on which certain
securities of the Corporation are listed.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference in this Prospectus the
following documents:
(a) the Corporation's Annual Report on Form 10-K (file number 1-5920) for
the year ended December 31, 1995, filed pursuant to Section 13 of the
Exchange Act;
(b) the Corporation's Quarterly Report on Form 10-Q (file number 1-5920)
for the quarter ended March 31, 1996, filed pursuant to Section 13 of the
Exchange Act;
(c) the Corporation's Current Reports on Form 8-K (file number 1-5920)
dated March 19, April 15, April 25, May 3, May 22, June 18, July 18 and
July 22, 1996; and
(d) the description of the Corporation's Common Stock contained in the
Corporation's Registration Statement on Form 8-C (file number 1-5920),
filed pursuant to Section 12 of the Exchange Act.
All documents filed by the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Shares contemplated hereby
shall be deemed to be incorporated by reference in this Prospectus and to be a
part hereof from the date of filing of such documents. Any statement contained
in a document incorporated by reference or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for all purposes
of this Prospectus to the extent that a statement contained herein or in any
subsequently filed document that also is incorporated or deemed to be
incorporated by reference herein or in any accompanying supplemental Prospectus
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The information relating to the Corporation contained in this Prospectus
should be read together with the information in the documents incorporated by
reference.
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Any person who receives a copy of this Prospectus may obtain without charge,
upon written or oral request, a copy of any of the documents incorporated by
reference herein, except for the exhibits to such documents, unless such
exhibits are specifically incorporated by reference herein. Written requests
should be mailed to the: Office of the Secretary, Bankers Trust New York
Corporation, 130 Liberty Street, New York, New York 10006. Telephone requests
may be directed to 212-250-2201.
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NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR ANY ACCOMPANYING SUPPLEMENTAL
PROSPECTUS, IN CONNECTION WITH THE OFFERING CONTAINED HEREIN, AND, IF GIVEN OR
MADE, SUCH INFORMATION AND REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING
BEEN AUTHORIZED BY THE CORPORATION. THIS PROSPECTUS AND ANY ACCOMPANYING
SUPPLEMENTAL PROSPECTUS DO NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN
THOSE TO WHICH THEY RELATE OR AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER
IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY
ACCOMPANYING SUPPLEMENTAL PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR, IN THE CASE OF
INFORMATION INCORPORATED HEREIN BY REFERENCE, THE DATE OF FILING WITH THE
COMMISSION.
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BANKERS TRUST NEW YORK CORPORATION
GENERAL
The Corporation is a bank holding company, incorporated under the laws of the
State of New York in 1965. At June 30, 1996, the Corporation had consolidated
total assets of $114.6 billion. The Corporation's principal banking subsidiary
is Bankers Trust Company ("BTCo"). BTCo, founded in 1903, is among the largest
commercial banks in New York City and the United States, based on consolidated
total assets. The Corporation concentrates its financial and managerial
resources on selected markets and services its clients by meeting their needs
for financing, advisory, processing and sophisticated risk management
solutions. The core organizational units of the Corporation are Investment
Banking, Risk Management Products & Services, Trading & Sales, Investment
Management, Client Processing Services, Asia, Latin America, Australia/New
Zealand and Corporate. Among the institutional market segments served are
corporations, banks, other financial institutions, governments and agencies,
retirement plans, not-for-profit organizations, wealthy individuals,
foundations and private companies. BTCo originates loans and other forms of
credit, accepts deposits, arranges financings and provides numerous other
commercial banking and financial services. BTCo provides a broad range of
financial advisory services to its clients. It also engages in the proprietary
trading of currencies, securities, derivatives and commodities.
The Corporation is a legal entity separate and distinct from its
subsidiaries, including BTCo. There are various legal limitations governing the
extent to which certain of the Corporation's subsidiaries may extend credit,
pay dividends or otherwise supply funds to, or engage in transactions with, the
Corporation or certain of its other subsidiaries. The rights of the Corporation
to participate in any distribution of assets of any subsidiary upon its
dissolution, winding-up, liquidation or reorganization or otherwise are subject
to the prior claims of creditors of that subsidiary, except to the extent that
the Corporation may itself be a creditor of that subsidiary and its claims are
recognized. Claims on the Corporation's subsidiaries by creditors other than
the Corporation include long-term debt and substantial obligations with respect
to deposit liabilities, trading liabilities, federal funds purchased,
securities sold under repurchase agreements and commercial paper, as well as
short-term borrowings and accounts payable.
The Corporation's principal executive offices are located at 130 Liberty
Street, New York, New York 10006 and its telephone number is (212) 250-2500.
RECENT DEVELOPMENTS
On May 21, 1996, the Corporation entered into a definitive agreement pursuant
to which Wolfensohn & Co., Inc., a Delaware corporation ("Wolfensohn"), will
merge with and into BT Securities Corporation, a Delaware corporation and
direct, wholly-owned subsidiary of the Corporation (the "Merger"). The terms of
the merger agreement call for the Corporation to issue 2,881,476 Shares and pay
$7 million for the stock of Wolfensohn representing its net assets and
business. The number of Shares to be issued was based on a formula price of
$70.45 per Share as defined in the merger agreement. The Merger is expected to
result in the creation of the BT Wolfensohn Merger, Acquisition and Corporate
Advisory Group within the Corporation and BT Securities Corporation (the latter
hereinafter "BT Wolfensohn Group"). On July 19, 1996, the Federal Reserve Bank
of New York approved the Merger, and it is expected to close during the third
quarter of 1996.
USE OF PROCEEDS
The Corporation will not receive any proceeds from the sales hereunder of the
Shares but will bear certain of the expenses thereof. See "Plan of
Distribution".
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SELLING SHAREHOLDERS
The Shares are being offered for the account of the selling shareholders of
Bankers Trust New York Corporation named below (the "Selling Shareholders").
Each of the Selling Shareholders may offer its Shares in separate transactions
or in a single transaction. The Shares will be issued by the Corporation to the
Selling Shareholders in connection with the consummation of the Merger,
pursuant to a Plan and Agreement of Merger (the "Merger Agreement") dated as of
May 21, 1996, among the Corporation, Wolfensohn and its shareholders. Shares
will also be issued to James D. Wolfensohn pursuant to the Termination and
Non-Competition Agreement dated as of May 21, 1996 by and among Wolfensohn, the
Corporation and James D. Wolfensohn. Mr. Wolfensohn, who had left the firm on
May 31, 1995, was no longer a shareholder of Wolfensohn at the date of the
Merger Agreement.
Upon consummation of the Merger, the Selling Shareholders will be the
beneficial owners of an aggregate of 2,881,476 shares of Common Stock. The
Selling Shareholders are Paul A. Volcker, Raymond L. Golden, Glen S. Lewy,
Jeffrey A. Goldstein, Maureen A. Hayes, Peter Nager, Stephen A. Oxman, Stuart
W. Ray, Elliott K. Slade, H. Marshall Sonenshine and James D. Wolfensohn. Upon
consummation of the Merger, no Selling Shareholder will hold more than 1% of
the outstanding shares of Common Stock.
Because the Selling Shareholders may sell all or a portion of the shares of
Common Stock that may be offered pursuant to this Prospectus, the number of
shares that will be owned by each Selling Shareholder upon termination of this
offering cannot be determined.
Paul A. Volcker, the current chairman of Wolfensohn, will join the Board of
Directors of the Corporation and BTCo, subject to appropriate approvals. In
addition, Mr. Volcker will serve as a consultant to the Chairman and other
senior executives of the Corporation.
Raymond L. Golden, the current president of Wolfensohn, will become chairman
of the BT Wolfensohn Group. Jeffrey A. Goldstein and Glen S. Lewy, currently
vice chairmen of Wolfensohn, will become vice chairmen of the BT Wolfensohn
Group, and each of the three will be Senior Vice Presidents of the Corporation
and will be appointed to its Management Committee. The six other partners of
Wolfensohn will join BT Securities Corporation as managing directors and
members of the BT Wolfensohn Group.
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DESCRIPTION OF THE CORPORATION'S COMMON STOCK
The Corporation is authorized to issue 300,000,000 shares of Common Stock,
par value $1.00 per share. The Common Stock does not have preemptive rights.
The following summary does not purport to be complete and is subject in all
respects to the applicable provisions of the Certificate of Incorporation and
the By-Laws of the Corporation.
COMMON STOCK
Subject to the rights of holders of preferred stock, holders of Common Stock
are entitled to receive dividends when, as and if declared by the Board of
Directors of the Corporation out of any funds legally available therefor, and
are entitled upon liquidation, dissolution or winding up, after claims of
creditors, to receive pro rata the net assets of the Corporation. The holders
of the Common Stock are entitled to one vote for each share held and are vested
with all of the voting power except as the Board of Directors shall have
provided voting rights with respect to any series of preferred stock.
Holders of shares of Common Stock have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of directors can elect 100% of the directors if they choose to do so, and, in
such event, the holders of the remaining fewer than 50% of the shares voting
for the election of directors will not be able to elect any person or persons
to the Board of Directors. The Common Stock does not have any sinking fund,
conversion or redemption provisions.
Harris Trust Company of New York is the Transfer Agent and Registrar of the
Common Stock of the Corporation. The Common Stock is listed on the New York
Stock Exchange and The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited. At June 30, 1996, there were outstanding
79,920,914 shares of the Corporation's Common Stock.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time directly by one or more of the
Selling Shareholders in separate transactions or in a single transaction. Such
sales may be made on the New York Stock Exchange, or such other national
securities exchange or automated interdealer quotation system on which shares
of Common Stock are then listed, through negotiated transactions or otherwise
at market prices prevailing at the time of the sale or at negotiated prices.
Alternatively, from time to time one or more of the Selling Shareholders may
offer Shares through brokers, dealers or agents, who may receive compensation
in the form of concessions or commissions from any such Selling Shareholders,
agents and/or the purchasers for whom they may act as agent. If necessary, a
supplemental Prospectus will describe the method of sale in greater detail. In
addition, any of the Shares which qualify for sale pursuant to Rule 144 under
the Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Selling Shareholders and any such brokers, dealers or agents that
participate in the distribution of the Shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any profits on the
sale of Shares by them and any associated discounts, commissions or concessions
that are received may be deemed to be underwriting compensation under the
Securities Act. To the extent a Selling Shareholder may be deemed to be an
underwriter, he or she may be subject to certain statutory liabilities under
the Securities Act, including but not limited to Sections 11 and 12 of the
Securities Act.
Shares may be sold from time to time in one or more transactions at a fixed
offering price, which may be changed, or at varying prices determined at the
time of sale or at negotiated prices. If applicable, such prices will be
determined by agreement between the Selling Shareholders and any such dealers.
The Selling Shareholders may, from time to time, authorize dealers, acting as
the Selling Shareholders' agents, to solicit offers to purchase Shares upon the
terms and conditions set forth in any supplemental Prospectus.
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The Selling Shareholders and any other person participating in a sale or
distribution of Shares will be subject to applicable provisions of the Exchange
Act and the rules and regulations thereunder, including without limitation
Rules 10b-5, 10b-6 and 10b-7, which provisions may limit the timing of
purchases and sales of any of the Shares by the Selling Shareholders and any
other such person.
The Corporation has agreed to pay all expenses incident to the Registration
Statement and the sale of the Shares being offered by the Selling Shareholders,
other than commissions, fees and discounts of brokers, dealers or agents.
In order to comply with securities laws in certain jurisdictions, the Shares
offered hereby will be offered or sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain
jurisdictions the securities offered hereby may not be offered or sold unless
they have been registered or qualified for sale in such jurisdictions or an
exemption from registration or qualification is available and is complied with.
VALIDITY OF OFFERED SECURITIES
Unless otherwise specified in the applicable supplemental Prospectus, the
validity of the Shares to which this Prospectus relates will be passed upon for
the Corporation by Melvin A. Yellin, Esq., an Executive Vice President and
General Counsel of the Corporation. Mr. Yellin beneficially owns, has an
interest in or has rights to acquire under various of the Corporation's
employee benefit plans an aggregate of less than .25% of the Corporation's
outstanding Common Stock.
EXPERTS
The consolidated financial statements of the Corporation for the year ended
December 31, 1995 incorporated by reference into this Prospectus, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon, which is incorporated herein by reference, and have been so
incorporated in reliance upon the report of such firm given upon their
authority as experts in accounting and auditing.
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