SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 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):
April 23, 1998
BANKERS TRUST CORPORATION
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(Exact Name of Registrant as Specified in Charter)
NEW YORK NO. 1-5920 NO. 13-6180473
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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
BANKERS TRUST NEW YORK CORPORATION
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On April 21, 1998, at Banker Trust Corporation's (the "Corporation")
annual meeting of shareholders, the shareholders approved amendments to the
Corporation's restated certificate of incorporation to (1) change the name of
the Corporation from "Bankers Trust New York Corporation" to "Bankers Trust
Corporation", (2) permit the issuance of series preferred stock with different
rights as to the payment of dividends and amounts upon liquidation, dissolution
and winding up and redeemable at the option of the holder or another person or
upon the happening of an event for cash, property, indebtedness or other
securities, (3) permit the approval of a corporate action to be determined based
only on the votes cast for and against the action and (4) permit the
distribution of one class or series of capital stock to the holders of a
different class or series. On April 23, 1998, the Corporation effected such
amendments by filing with the Department of State of the State of New York a
certificate of amendment to its restated certificate of incorporation.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(c) Exhibits.
3.1 Restated Certificate of Incorporation of the Corporation,
incorporated by reference to an Exhibit to the Corporation's
Current Report on Form 8-K dated September 24, 1993, file
number 1-5920.
3.2 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on August 30, 1989, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.3 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on June 14, 1990, incorporated by reference to an Exhibit
to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.4 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on March 20, 1992, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
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3.5 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on October 27, 1992, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.6 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on January 21, 1993, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.7 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on June 1, 1993, incorporated by reference to an Exhibit
to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.8 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on August 18, 1993, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
August 6, 1993, file number 1-5920.
3.9 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on March 25, 1994, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
March 21, 1994, file number 1-5920.
3.10 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on August 22, 1994, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
August 12, 1994, file number 1-5920.
3.11 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on June 29, 1995, incorporated by reference to an Exhibit
to the Corporation's Current Report on Form 8-K dated June 29,
1995, file number 1-5920.
3.12 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the Department of State
of the State of New York on April 23, 1998.
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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 CORPORATION
Date: April 24, 1997 By: /s/ Gordon S. Calder, Jr.
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Name: Gordon S. Calder, Jr.
Title: Assistant Secretary
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EXHIBIT INDEX
3.1 Restated Certificate of Incorporation of the Corporation,
incorporated by reference to an Exhibit to the Corporation's
Current Report on Form 8-K dated September 24, 1993, file
number 1-5920.
3.2 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on August 30, 1989, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.3 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on June 14, 1990, incorporated by reference to an Exhibit
to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.4 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on March 20, 1992, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.5 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on October 27, 1992, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.6 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on January 21, 1993, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.7 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on June 1, 1993, incorporated by reference to an Exhibit
to the Corporation's Current Report on Form 8-K dated
September 24, 1993, file number 1-5920.
3.8 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on August 18, 1993, incorporated by
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reference to an Exhibit to the Corporation's Current Report on
Form 8-K dated August 6, 1993, file number 1-5920.
3.9 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on March 25, 1994, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
March 21, 1994, file number 1-5920.
3.10 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on August 22, 1994, incorporated by reference to an
Exhibit to the Corporation's Current Report on Form 8-K dated
August 12, 1994, file number 1-5920.
3.11 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the State of New
York on June 29, 1995, incorporated by reference to an Exhibit
to the Corporation's Current Report on Form 8-K dated June 29,
1995, file number 1-5920.
3.12 Certificate of Amendment of the Restated Certificate of
Incorporation of the Corporation filed with the Department of
State of the State of New York on April 23, 1998.
Exhibit 3.12
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
BANKERS TRUST NEW YORK CORPORATION
Under Section 805 of the Business Corporation Law
The undersigned, being the Chairman of the Board and Secretary of
Bankers Trust New York Corporation, a New York corporation, hereby certify that:
I. The name of the corporation is Bankers Trust New York
Corporation, and the name under which it was formed was BT New York Corporation.
II. The certificate of incorporation of the corporation was filed
by the Department of State on the 12th of May, 1965.
III. The certificate of incorporation is amended to change the
name of the corporation. To effect such change, Article FIRST of the certificate
of incorporation of the corporation is hereby amended to read as follows:
"FIRST: The name of the corporation is
BANKERS TRUST CORPORATION."
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IV. The certificate of incorporation is amended to permit the
issuance of series preferred stock with different rights as to the payment of
dividends and amounts upon liquidation, dissolution and winding up and
redeemable at the option of the holder or another person or upon the happening
of an event for cash, property, indebtedness or other securities. To effect such
change, section (a) of Article FOURTH of the certificate of incorporation of the
corporation is hereby amended to read as follows:
"(a) Series Preferred Stock
1. Board Authority: The Series Preferred Stock may be issued
from time to time by the Board of Directors as herein provided in one
or more series. The designations, relative rights, preferences and
limitations of the Series Preferred Stock, and particularity of the
shares of each series thereof, may, to the extent permitted by law, be
similar to or may differ from those of any other series. The Board of
Directors of the corporation is hereby expressly granted authority,
subject to the provisions of this Article FOURTH, to issue from time to
time Series Preferred Stock in one or more series and to fix from time
to time before issuance thereof, by filing a certificate pursuant to
the Business Corporation Law, the number of shares in each such series
of such class and all designations, relative rights (including the
right, to the extent permitted by law, to convert into shares of any
class or into shares of any series of any class), preferences and
limitations of the shares in each such series, including but without
limiting the generality of the foregoing, the following:
(i) The number of shares to constitute such series
(which number may at any time, or from time to time, be
increased or decreased by the Board of Directors,
notwithstanding that shares of the series may be outstanding
at the time of such
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increase or decrease, unless the Board of Directors shall have
otherwise provided in creating such series) and the
distinctive designation thereof;
(ii) The dividend rate on the shares of such series,
whether or not dividends on the shares of such series shall be
cumulative, and the date or dates, if any, from which
dividends thereon shall be cumulative;
(iii) Whether or not the shares of such series shall
be redeemable, at the option of the corporation, the holder or
another person or upon the happening of a specified event and,
if redeemable, the date or dates upon which or after which
they shall be redeemable, the cash, property, indebtedness or
securities for which each share shall be redeemable and the
redemption prices or rates and adjustments thereto;
(iv) The right, if any, of holders of shares of such
series to convert the same into, or exchange the same for,
Common Stock or other stock as permitted by law, and the terms
and conditions of such conversion or exchange, as well as
provisions for adjustment of the conversion rate in such
events as the Board of Directors shall determine;
(v) The amount per share payable on the shares of
such series upon the voluntary and involuntary liquidation,
dissolution or winding up of the corporation;
(vi) Whether the holders of shares of such series
shall have voting power, full or limited, in addition to the
voting powers provided by law, and in case additional voting
powers are accorded to fix the extent thereof; and
(vii) Generally to fix the other rights and
privileges and any qualifications, limitations or restrictions
of such rights and privileges of such series, provided,
however, that no such rights, privileges, qualifications,
limitations or restrictions shall be in conflict with the
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Certificate of Incorporation of the corporation or with the
resolution or resolutions adopted by the Board of Directors
providing for the issue of any series of which there are
shares outstanding.
With respect to all shares of Series Preferred Stock issued
prior to April 23, 1998, all Series Preferred Stock of the same series
shall be identical in all respects, except that shares of any one
series issued at different times may differ as to dates, if any, from
which dividends thereon may accumulate. With respect to all shares of
Series Preferred Stock issued prior to April 23, 1998, all shares of
Series Preferred Stock of all series shall be of equal rank and shall
be identical in all respects except that to the extent not otherwise
limited in this Article FOURTH any series may differ from any other
series with respect to any one or more of the designations, relative
rights, preferences and limitations described or referred to in
subparagraphs (i) to (vii) inclusive above.
With respect to any series of Series Preferred Stock
authorized or issued on or after April 23, 1998, except to the extent
otherwise required by law, shares of any series of Series Preferred
Stock may have the same or different relative rights, preferences and
limitations and each series of Series Preferred Stock may have the same
or different relative rights, preferences and limitations, in each
case, as determined by the Board of Directors.
2. Dividends: Dividends on the outstanding Series Preferred
Stock of each series shall be declared and paid or set apart for
payment before any dividends shall be declared and paid or set apart
for payment on the Common Stock with respect to the same quarterly
dividend period. Dividends on any shares of Series Preferred Stock
shall be cumulative only if and to the extent set forth in a
certificate filed pursuant to law. After dividends on all shares of
Series Preferred Stock (including cumulative dividends if and to the
extent any such shares shall be entitled thereto) shall have been
declared and paid or set apart for payment with respect to any
quarterly dividend period, then and not otherwise so long as any shares
of Series Preferred Stock remain outstanding, dividends may be declared
and paid or set apart for payment with respect to the same
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quarterly dividend period on the Common Stock out of the assets or
funds of the corporation legally available therefor.
With respect to all shares of Series Preferred Stock issued
prior to April 23, 1998, all shares of Series Preferred Stock of all
series shall be of equal rank, preference and priority as to dividends
irrespective of whether or not the rates of dividends to which the same
shall be entitled shall be the same and when the stated dividends are
not paid in full, the shares of all series of the Series Preferred
Stock shall share ratably in the payment thereof in accordance with the
sums which would be payable on such shares if all dividends were paid
in full, provided, however, that any two or more series of the Series
Preferred Stock may differ from each other as to the existence and
extent of the right to cumulative dividends, as aforesaid.
With respect to all shares of Series Preferred Stock
authorized or issued on or after April 23, 1998, the Board of Directors
may authorize and issue series of Series Preferred Stock that do not
share ratably in the payment of dividends and may fix the relative
rights of each series of Series Preferred Stock to receive dividends.
3. Voting Rights: Except as otherwise specifically provided in
the certificate filed pursuant to law with respect to any series of the
Series Preferred Stock, or as otherwise provided by law, the Series
Preferred Stock shall not have any right to vote for the election of
directors or for any other purpose and the Common Stock shall have the
exclusive right to vote for the election of directors and for all other
purposes.
4. Liquidation: In the event of any liquidation, dissolution
or winding up of the corporation, whether voluntary or involuntary,
each series of Series Preferred Stock shall have preference and
priority over the Common Stock for payment of the amount to which each
outstanding series of Series Preferred Stock shall be entitled in
accordance with the provisions thereof and each holder of Series
Preferred Stock shall be entitled to be paid in full
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such amount, or have a sum sufficient for the payment in full set
aside, before any payments shall be made to the holders of the Common
Stock. With respect to all shares of Series Preferred Stock issued
prior to April 23, 1998, if, upon liquidation, dissolution or winding
up of the corporation, the assets of the corporation or proceeds
thereof, distributable among the holders of the shares of all series of
the Series Preferred Stock shall be insufficient to pay in full the
preferential amount aforesaid, then such assets, or the proceeds
thereof, shall be distributed among such holders ratably in accordance
with the respective amounts which would be payable if all amounts
payable thereon were paid in full. After the payment to the holders of
Series Preferred Stock of all such amounts to which they are entitled,
as above provided, the remaining assets and funds of the corporation
shall be divided and paid to the holders of Common Stock.
With respect to all shares of Series Preferred Stock
authorized or issued on or after April 23, 1998, the Board of Directors
may authorize and issue series of Series Preferred Stock that do not
share ratably in the payment of amounts upon the voluntary or
involuntary liquidation, dissolution or winding up of the corporation.
5. Redemption: In the event that the Series Preferred Stock of
any series shall be made redeemable as provided in clause (iii) of
paragraph 1 of section (a) of this Article FOURTH, the corporation, at
the option of the Board of Directors, may redeem at any time or times,
and from time to time, all or any part of any one or more series of
Series Preferred Stock outstanding by paying for each share the then
applicable redemption price fixed by the Board of Directors as provided
herein, plus an amount equal to accrued and unpaid dividends to the
date fixed for redemption, upon such notice and terms as may be
specifically provided in the certificate filed pursuant to law with
respect to the series.
6. Preemptive Rights: No holder of Series Preferred Stock of
the corporation shall be entitled, as such, as a matter of right, to
subscribe for or purchase any part of any new or additional issue of
stock of any class or series whatsoever, any rights or
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options to purchase stock of any class or series whatsoever, or any
securities convertible into, exchangeable for or carrying rights or
options to purchase stock of any class or series whatsoever, whether
now or hereafter authorized, and whether issued for cash or other
consideration, or by way of dividend."
V. The certificate of incorporation is amended to permit the
approval of a corporate action to be determined based only on the votes cast for
and against the action and to permit distribution of one class or series of
capital stock to the holders of a different class or series. To effect such
changes, section (c) of Article FOURTH of the certificate of incorporation of
the corporation is hereby amended to read as follows:
"(c) General Provisions
1. A consolidation or merger of the corporation with or into
another corporation or corporations or a sale, whether for cash, shares
of stock, securities or properties, of all or substantially all of the
assets of the corporation, shall not be deemed or construed to be a
liquidation, dissolution or winding up of the corporation within the
meaning of this Article.
2. The corporation may distribute authorized but unissued
shares of any class or series of capital stock to the holders of the
same or any other class or series of capital stock.
3. Whenever any corporate action, other than the election of
directors, is required or permitted by law or this certificate of
incorporation or the by-laws to be taken by a vote of the shareholders,
such action shall be authorized by a majority of the votes cast in
favor of or against such action at a meeting of the shareholders by the
holders of shares entitled to vote thereon and for the purpose of any
such vote
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abstentions and broker non-votes shall not constitute a vote cast."
VI. The foregoing amendments of the certificate of incorporation
were authorized by the Board of Directors of the corporation at a meeting duly
called and held on February 17, 1998, followed by the favorable vote of the
holders of a majority of all outstanding shares entitled to vote thereon at a
meeting of shareholders duly called and held on April 21, 1998.
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IN WITNESS WHEREOF, the undersigned have signed this certificate
of amendment of the certificate of incorporation on April 23, 1998 and affirm
the statements contained herein as true under the penalties of perjury.
BANKERS TRUST NEW YORK
CORPORATION
By /s/ Frank N. Newman
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Frank N. Newman
Chairman of the Board
By /s/ James T. Byrne, Jr.
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James T. Byrne, Jr.
Secretary
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