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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) August 14, 1997
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BANKERS TRUST NEW YORK CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK
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(State or other jurisdiction of incorporation)
1-5920 13-6180473
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(Commission file number) (IRS employer identification no.)
130 LIBERTY STREET, NEW YORK, NEW YORK 10006
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 250-2500
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Item 5. Other Events
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(a) Bankers Trust Company ("Bankers Trust"), a wholly owned subsidiary of
Bankers Trust New York Corporation (the "Corporation"), has entered into an
agreement with Boston Properties to sell 280 Park Avenue, a Midtown Manhattan
office building, for a sales price of $321 million. The building was the former
headquarters of the Corporation which is now located at One Bankers Trust Plaza,
New York, NY. The Corporation expects to recognize a gain in the third quarter
of 1997 of approximately $75 million. The closing is to take place in early
September.
The two tower complex comprises 1.2 million square feet and occupies the
full westerly blockfront of Park Avenue between 48th and 49th Street. 280 Park
Avenue houses such long term tenants as The National Football League, Furman
Selz and Oppenheimer & Company. Bankers Trust, which is currently occupying
210,000 square feet, will remain the building's largest tenant.
The sale represents a culmination of efforts which began in 1995 to
position the property for sale. Over the past two and a half years a major
capital improvement and leasing program was implemented during which significant
infrastructure upgrades and a new lobby were completed.
(b) On August 19, 1997, the Corporation issued a press release which
announced the election of four directors to its board and that of Bankers
Trust. Attached as Exhibit (99) is a copy of the press release.
Item 7. Financial Statements and Exhibits
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C. Exhibits
(5) Opinion of Counsel delivered in connection with the
issuance of the Corporation's 7.15% Subordinated Notes due August 14,
2012.
(99) Press release of Bankers Trust New York Corporation, dated August 19,
1997.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
BANKERS TRUST NEW YORK CORPORATION
By /s/ Gordon S. Calder, Jr.
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Gordon S. Calder, Jr.
Assistant Secretary
August 20, 1997
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INDEX TO EXHIBITS
Item 7. Financial Statements and Exhibits
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C. Exhibits
(5) Opinion of Counsel delivered in connection with the
issuance of the Corporation's 7.15% Subordinated Notes due August 14,
2012.
(99) Press release of Bankers Trust New York Corporation, dated
August 19, 1997.
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EXHIBIT (5)
August 14, 1997
re Bankers Trust New York Corporation
7.15% Subordinated Notes due August 14, 2012
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Bear, Stearns & Co. Inc.
Morgan Stanley & Co. Incorporated
PaineWebber Incorporated
Prudential Securities Incorporated
c/o Bear, Stearns & Co. Inc.
245 Park Avenue
New York, NY 10167
Dear Sirs:
I am a Managing Director and Counsel of Bankers Trust Company
and as such I have acted as counsel to Bankers Trust New York Corporation (the
"Corporation") in connection with the Corporation's issuance of $100,000,000
aggregate principal amount of its 7.15% Subordinated Notes due August 14, 2012
(the "Notes"), to be issued under the Indenture, dated as of April 1, 1992,
between the Corporation and Marine Midland Bank (formerly Marine Midland Bank,
N.A.), as Trustee, as amended by the First Supplemental Indenture, dated as of
January 15, 1993 (the Indenture together with the First Supplemental Indenture
hereinafter the "Indenture"), and in connection with the sale by the Corporation
of the Notes pursuant to an underwriting agreement, dated July 31, 1997 (the
"Underwriting Agreement"), between the Corporation and you (the "Underwriters").
I am familiar with the Registration Statement on Form S-3 as filed with the
Securities and Exchange Commission (No. 33-65301) (the "Registration Statement")
and the Prospectus, dated May 31, 1996, and the Prospectus Supplement, dated
July 31, 1997, as filed in accordance with Rule 424(b)(5) promulgated under the
Securities Act of 1933, as amended (such Prospectus as supplemented by such
Prospectus Supplement is hereinafter referred to as the "Prospectus"), and the
adoption by the Board of Directors and the Price Committee of the Corporation of
appropriate resolutions authorizing the issuance of the Notes and the execution
and delivery of the Indenture and the Underwriting Agreement.
In so acting, I have examined such questions of law, documents,
certificates and records and have made such investigations as I have deemed
necessary and proper in order to give the opinions expressed herein. Based on
the foregoing, I hereby advise you that in my opinion:
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(i) The Corporation has been duly incorporated, is validly
existing as a corporation in good standing under the laws of the State of New
York, is duly registered as a bank holding company under the Bank Holding
Company Act of 1956, as amended, and has all requisite corporate power and
authority to own its properties and conduct its business as described in the
Prospectus.
(ii) Bankers Trust Company has been duly incorporated, is
validly existing as a banking corporation in good standing under the laws of the
State of New York, and has all requisite corporate power and authority to own
its properties and conduct its business as described in the Prospectus.
(iii) The Indenture has been duly authorized, executed and
delivered by the Corporation and is a valid and binding agreement of the
Corporation in accordance with its terms, except as (i) the enforceability
thereof may be limited by any bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application affecting
creditors' rights and (ii) the availability of equitable remedies may be limited
by equitable principles of general applicability, and the Indenture has been
duly qualified under the Trust Indenture Act of 1939, as amended.
(iv) The Notes have been duly authorized and executed and when
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Underwriters, will be valid and binding obligations of
the Corporation in accordance with their terms, except as (i) the enforceability
thereof may be limited by any bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general application affecting
creditors' rights and (ii) the availability of equitable remedies may be limited
by equitable principles of general applicability.
(v) The Underwriting Agreement has been duly authorized,
executed and delivered by the Corporation.
(vi) The performance by the Corporation of the Underwriting
Agreement will not contravene any provisions of applicable Federal or New York
law or regulation, the certificate of incorporation or by-laws of the
Corporation or, to my knowledge, any agreement or other instrument binding upon
the Corporation, and no consent, approval or authorization of any governmental
body is required for the performance of the Underwriting Agreement by the
Corporation except for the order of the Securities and Exchange Commission
making the Registration Statement effective and except as may be required under
state securities and blue sky laws, except as (i) the enforceability thereof may
be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general application affecting creditors' rights,
(ii) the availability of equitable remedies may be limited by equitable
principles of general applicability and (iii) rights to indemnity thereunder may
be limited by applicable law.
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(vii) The statements in the Prospectus under "Description of
Debt Securities," and under "Certain Terms of the Offered Notes," insofar as
such statements constitute a summary of the documents referred to therein,
fairly present the information called for with respect to such documents.
(viii) The Registration Statement and Prospectus (except as to
financial statements or schedules and other financial data contained therein, as
to which I express no opinion) comply as to form in all material respects with
the Securities Act of 1933, as amended, and the rules and regulations
thereunder; and each document filed pursuant to the Securities Exchange Act of
1934, as amended, and incorporated by reference in the Prospectus (except as to
financial statements or schedules and other financial data contained therein, as
to which I express no opinion) complied when so filed as to form in all material
respects with such Act and the rules and regulations thereunder.
I am a member of the New York bar and do not express any opinion
as to any law other than the law of the State of New York and the Federal law
of the United States of America. No opinion is expressed herein as to any
Federal or New York State tax laws.
Very truly yours,
/s/GORDON S. CALDER, JR.
Gordon S. Calder, Jr.
Managing Director and Counsel
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EXHIBIT (99)
Corporate Affairs Group, 130 Liberty Street, New York Mailing Address: P.O. Box
318, Church Street Station, New York, N.Y. 10008-0318
Bankers Trust New York Corporation
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News Release
For Release: Immediate
BANKERS TRUST ELECTS FOUR TO THE BOARD OF DIRECTORS
New York, August 19, 1997- Bankers Trust New York Corporation announced
today the election of four directors to its board. The four, who will also
become directors of Bankers Trust New York Corporation's principal subsidiary,
Bankers Trust Company, are:
- A.B. Krongard, chairman of the board of directors and chief executive
officer of Alex. Brown Incorporated. In addition, Mr. Krongard, 60 years
old, becomes a vice chairman of the boards of Bankers Trust New York
Corporation and Bankers Trust Company. He has been chief executive officer
of Alex. Brown since 1991, adding the title of chairman in 1994. He is
also a director of the Securities Industry Association and a trustee and
member of the executive committee of The Johns Hopkins Health System.
- Lee A. Ault III, a director of Alex. Brown Incorporated and for 23 years
chief executive officer of Telecredit, Inc., Los Angeles, which merged in
1990 with Equifax, Inc., the Atlanta-based provider of financial
information and processing technology. He remains a director of Equifax and
serves as a director of Sunrise Medical Inc. and Viking Office Products,
Inc. Mr. Ault is 60 years old.
- Neil R. Austrian, a director of Alex. Brown Incorporated and president and
chief operating officer of the National Football League, a post he has held
since 1991. Mr. Austrian, 56 years old, was previously a managing director
of Dillon, Read & Co., chairman and chief executive officer of Showtime/
The Movie Channel, and president and chief executive officer of Doyle Dane
Bernbach.
-more-
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- - G. Richard Thoman, president and chief operating officer of the Xerox
Corporation and a member of its board of directors since June 15, 1997. Prior
to joining Xerox, Mr. Thoman was senior vice president and chief financial
officer of the IBM Corporation. He is 53 years old.
Messrs. Krongard, Ault and Austrian will join the boards of Bankers Trust New
York Corporation and Bankers Trust Company contingent on the completion of the
merger of Bankers Trust with Alex. Brown Incorporated, which is expected to
become effective on September 1. Mr. Thoman's membership will become effective
on September 1 and is not contingent on the merger's completion. The election of
the four new members increases the Bankers Trust boards to 16 directors from 12.
Bankers Trust New York Corporation is the seventh largest U.S. bank holding
company, with assets of $130 billion and offices in more than 50 countries.
After completion of the merger with Alex. Brown, its principal subsidiaries --
Bankers Trust Company, BT Alex. Brown Incorporated and Bankers Trust
International PLC -- will hold leadership positions in leveraged lending, high
yield securities, equity underwriting and distribution, strategic advisory, and
risk management. Through its private client group, Bankers Trust will provide
asset management, brokerage, trust, risk management and other services to
individuals and families. Bankers Trust is currently one of the world's largest
investment managers, with more than $240 billion under management, and is a
leader provider of securities-processing services, with $2 trillion in global
assets under custody.
-End-
For additional information, contact William McBride, Bankers Trust,
(212) 250-7961. This and other press releases are available at
http://www.bankerstrust.com/press.
