<PAGE>
As filed with the Securities and Exchange Commission on June 22, 1998
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
Form S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
___________________________________
BANKERS TRUST CORPORATION
(Exact name of registrant as specified in its charter)
New York 13-6180473
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
130 Liberty Street, New York, New York 10006
(Address, including zip code, of principal executive offices)
Coinvestment Plan for the Corporate Finance Group
(Full title of the plan)
Gordon S. Calder, Jr., Esq.
Melvin A. Yellin, Esq.
Bankers Trust Corporation
130 Liberty Street
New York, New York 10006
(212) 250-2500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------------------------
Title of securities Amount Proposed maximum Proposed maximum Amount of
to be to be offering price per aggregate offering registration
registered (1) registered (2) share price (2) fee
- ----------------------------------------------------------------------------------------------------------------------------
Deferred Compensation Obligations $100,000,000 100% $100,000,000 $29,500
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement registers Deferred Compensation Obligations that
are unsecured obligations of Bankers Trust Corporation to pay deferred
compensation in the future in accordance with the terms of the Coinvestment
Plan for the Corporate Finance Group of Bankers Trust Corporation (the
"Plan").
(2) Estimated solely for purposes of calculating the registration fee. Such
estimate has been computed in accordance with Rule 457(h) and is based upon
an estimate of original amount deferred by participants.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
All information required by Part I to be contained in the prospectus is
omitted from this Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the "Securities Act").
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents have been filed by Bankers Trust Corporation (the
"Corporation") with the Securities and Exchange Commission (the "Commission")
(file no. 1-5902) under the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and are incorporated herein by reference:
(1) The Corporation's Annual Report on Form 10-K for the year ended December
31, 1997, as amended by Form 10-K/A filed May 8, 1998;
(2) The Corporation's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(3) The Corporation's Current Reports on Form 8-K, dated January 22, April 23
and April 24, 1998.
All documents filed by the Corporation pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all such securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement contained in a document incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The securities being registered are deferred compensation obligations
("Obligations") of the Corporation under the Coinvestment Plan for the Corporate
Finance Group (the "Plan").
The Plan is administered by the Human Resources Committee (the "Committee") of
the Board of Directors of the Corporation. The Committee's powers include the
power to construe and interpret the Plan, to adopt rules for the Plan, and to
make any determinations necessary or advisable for the administration of the
Plan. The "Coinvestment Plan Board" is responsible for the day to day
administration of the Plan. The Coinvestment Plan Board determines whether, and
to what extent, amounts deferred under the Plan will be notionally invested in
each Plan Investment (as defined below) and in which order such investments
shall be made. The Coinvestment Plan Board may also temporarily notionally
invest some or all of the deferred bonuses in the same investments as Plan
Investments and for such periods of time as the Coinvestment Plan Board may
determine ("Temporary Investments"). Neither the leverage nor the recourse
provisions of the Plan apply to Temporary Investments. All amounts of deferred
bonuses otherwise not notionally invested either in a Plan Investment or
Temporary Investment will notionally accrue interest at the floating prime rate
of Bankers Trust Company plus one percent per annum. Subject to certain
limitations contained in the Plan, the Coinvestment Plan Board has sole
authority to select the Plan Investments and Temporary Investments. Further, the
Coinvestment Plan Board has complete discretion over when a Plan Investment or
Temporary Investment is notionally liquidated and, if the Corporation has not
made a hedging investment, the value of the Plan Investment or Temporary
Investment for the purposes of such liquidation. All determinations by the
Coinvestment Plan Board relating to the Plan will be final and binding.
Subject to the terms and conditions of the Plan, each Obligation entitles the
holder to a payment in an amount calculated as described below. The Obligations
are unsecured general obligations of the Corporation to pay deferred
compensation in accordance with the terms of the Plan. The Plan is unfunded.
The Corporation is not required to set aside assets to be used for payment of
Obligations. Because the Corporation is a holding company, the right of the
Corporation (and hence the rights of creditors of the Corporation, including
participants in the Plan) to participate in any distribution of the assets of
any subsidiary of the Corporation upon its liquidation or reorganization or
otherwise is subject to the prior claims of creditors of the subsidiary, except
to the extent that claims of the Corporation as a creditor of the subsidiary are
recognized.
The Obligations do not have the benefit of any negative or restrictive
covenants. The Obligations do not contain any events of default. The
Obligations are not deposits or other obligations of a bank and are not insured
by the Federal Deposit Insurance Corporation or any other governmental agency.
<PAGE>
At the beginning of each Performance Year (as defined below), selected
Managing Directors, Principals and Vice Presidents in the Finance, Research,
Corporate Credit and Client Coverage areas of the Corporation (the "Finance
Group") may elect to defer, on a pre-tax basis, a portion of their year-end
annual cash bonus. The maximum deferral is $100,000 for a Managing Director,
$75,000 for a Principal and $50,000 for a Vice President. If the amount a
participant elected to defer exceeds the actual cash bonus payable to such
participant, his/her deferral will be reduced to the actual cash bonus amount.
Deferrals may also be reduced on a pro rata basis depending on (1) the aggregate
size of the Plan Investments in the year to which the deferral relates (the
"Performance Year") and (2) the amount of such investments sourced by the
Finance Group.
"Plan Investments" are (i) investment deals that are approved by the
Corporations's Private Equity Investment Group ("BT Capital Partners"), (ii)
investment deals that are recommended to BT Capital Partners by the Finance
Group, rejected by BT Capital Partners and, after approval by the Coinvestment
Plan Board, invested in by the Corporation, (iii) investments in the BT Private
Equity Fund, LLC sponsored by Corporate Finance, (iv) investments in
collateralized bond obligations, (v) investments in the Global Credit Fund, a
leveraged fund that will globally invest primarily in non-investment grade debt
securities, structured securities and related derivative instruments and (vi)
such other investments as may be approved from time to time by the Coinvestment
Plan Board and Investment Banking management.
Amounts deferred by participants and related matched amounts (as described
below) shall not be actually invested in Plan Investments and Temporary
Investments, but shall be treated as if so invested for purposes of determining
amounts payable to participants under the Plan.
The amount deferred by each participant is deemed to be "matched" by the
Corporation on a three-to-one basis to replicate the effects of leveraging.
Matched funds bear interest equal to the floating prime rate of Bankers Trust
Company plus one percent per annum and must be "closed out" (i.e., deemed to be
repaid from the notional earnings (cash flow) of the Plan Investments) as
described below before participants are entitled to receive any actual
distributions with respect to any Plan Investment. For purposes of the Plan, 50%
of the matched funds, together with interest, is considered to be recourse (the
"Recourse Portion") and the other 50% of the matched funds, together with
interest, is considered to be nonrecourse (the "Nonrecourse Portion"). All
distributions are first applied to close out the Nonrecourse Portion of the
matched funds followed by the Recourse Portion.
When a Plan Investment distributes cash income (such as dividends and/or
interest) or cash liquidation proceeds to its investors, a proportionate amount
of each payment, based on the percentage notionally invested by the Plan in each
Plan Investment (after payment of all expenses, any management fee and any
"carried interest awards" granted to employees with respect to such Plan
Investment), will be treated as earned on the notional investments under the
Plan. Such notional earnings are first applied to close out the matched funds
and the accrued interest thereon. Any additional notional earnings are
distributable to participants on a pro rata basis (subject to vesting
requirements and a right of offset described below). Unless otherwise determined
by the Corporation's Chief Executive Officer, distributions from the Plan will
be made entirely in cash. For purposes of the Plan, each of (i) the notional
proceeds or liquidation of a Temporary Investment and (ii) the notional accrual
of interest on the amount of deferred bonuses not otherwise notionally invested
in either a Plan Investment or Temporary Investment shall not be deemed an event
which triggers a distribution under the Plan. The amount of (i) the notional
proceeds or liquidation of a Temporary Investment and (ii) the notional accrued
interest on the amount of deferred bonuses not otherwise notionally invested in
either a Plan Investment or Temporary Investment may be notionally invested in
Plan Investments or other Temporary Investments by the Coinvestment Plan Board
as it may determine.
In the event that the notional proceeds from the Plan Investments of a given
Performance Year are insufficient to close out the matched funds and related
interest, each participant will be personally liable to the Corporation for the
unpaid amount of the Recourse Portion. Such liability may be applied against
other amounts payable to the participant under the Plan (with respect to other
Performance Years) or otherwise payable to the participant by the Corporation.
Participants vest in any notional earnings related to their bonus deferral for
a Performance Year on the earlier of (i) the cash liquidation (or deemed cash
liquidation) of all the Plan Investments in that Performance Year or (ii) the
first anniversary of the end of that Performance Year, in each case provided
that the participant has been continuously employed by the Corporation or its
subsidiaries through such vesting date. Distributions to participants whose
employment is terminated for cause, or who resign prior to the first anniversary
of the end of the Performance Year, are limited to the greater of such
participants' deferred bonus plus interest, if any, or the actual distributions
received by them under the terms of the Plan prior to such termination of
employment. As a result, if a participant resigns prior to the first anniversary
of the end of the Performance Year, or is terminated for cause, prior to the
receipt of any distributions under the Plan, such participant will lose all of
his or her rights to the "matched" amount, will only be entitled to be paid the
deferred bonus plus interest after the "matched" amount is recouped, will only
be entitled to receive distributions equal to the deferred bonus plus accrued
interest and will remain personally liable for the Recourse Portion. If a
participant resigns after the first anniversary of the end of the Performance
Year, such participant will lose all rights to distributions attributable to the
"matched" amount, will only be entitled to distributions attributable to his/her
deferred bonus amount and will remain personally liable for the Recourse
Portion. Participants whose employment terminates due to retirement, death,
permanent disability or termination by the Corporation without cause vest (to
the extent not previously vested) in the notional earnings on both their bonus
deferral and matched funds at the time of such termination of employment.
II-2
<PAGE>
Upon a Change of Control (as defined in the Corporation's 1997 Stock Option
and Stock Award Plan), all notional proceeds related to deferred bonuses and
matched funds shall immediately be deemed to be vested; however, any
distributions will remain subject and be made as described above.
Participants' interests in the Plan are not transferable. No right, title or
interest of any kind in the Plan is transferable or assignable by a participant
or his or her beneficiary or is subject to alienation, anticipation,
encumbrance, garnishment, attachment, levy, execution or other legal or
equitable process, nor subject to the debts, contracts, liabilities or
engagements, or torts of any participant or his or her beneficiary. Once a
deferral election has been made, a participant has no ability to withdraw
his/her deferred bonus or any amounts related thereto, but can only receive
distributions as provided under the terms of the Plan.
The total amount of Obligations under the Plan are not determinable because
the amounts will vary depending upon, among other things, the level of
participation by eligible persons, the total amount of Plan Investments, the
amount of such investments sourced by the Finance Group, and the performance of
such Plan Investments. Likewise, the duration of the Plan is indefinite because
Obligations may only be paid, if at all, after cash liquidation of all
investments included in the Plan Investments for each Performance Year.
The Obligations are not subject to redemption, in whole or in part, at the
option of the Corporation or through operation of a mandatory or optional
sinking fund or analogous provision. The Corporation reserves the right to
amend, suspend or terminate the Plan, except that no such amendment, suspension
or termination may materially impair the rights of participants with respect to
investments previously made without their written consent.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The validity of the securities offered hereby has been passed upon for the
Corporation by Gordon S. Calder, Jr., Managing Director and Counsel of the
Corporation. Mr. Calder has an interest in a number of shares amounting to less
than .02 percent of the outstanding Common Stock of the Corporation.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article V of the By-Laws of Bankers Trust Corporation provides as follows:
"SECTION 5.01. The corporation shall, to the fullest extent permitted by
Section 721 of the New York Business Corporation Law, indemnify any person who
is or was made, or threatened to be made, a party to an action or proceeding,
whether civil or criminal, whether involving any actual or alleged breach of
duty, neglect or error, any accountability, or any actual or alleged
misstatement, misleading statement or other act or omission and whether brought
or threatened in any court or administrative or legislative body or agency,
including an action by or in the right of the corporation to procure a judgment
in its favor and an action by or in the right of any other corporation of any
type or kind, domestic or foreign, or any partnership, joint venture, trust,
employee benefit plan or other enterprise, which any director or officer of the
corporation is serving or served in any capacity at the request of the
corporation by reason of the fact that he, his testator or intestate, is or was
a director or officer of the corporation, or is serving or served such other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise in any capacity, against judgments, fines, amounts paid in
settlement, and costs, charges and expenses, including attorneys' fees, or any
appeal therein; provided, however, that no indemnification shall be provided to
any such person if a judgment or other final adjudication adverse to the
director or officer establishes that (i) his acts were committed in bad faith or
were the result of active and deliberate dishonesty and, in either case, were
material to the cause of action so adjudicated, or (ii) he personally gained in
fact a financial profit or other advantage to which he was not legally entitled.
"SECTION 5.02. The corporation may indemnify any other person to whom the
corporation is permitted to provide indemnification or the advancement of
expenses by applicable law, whether pursuant to rights granted pursuant to, or
provided by, the New York Business Corporation Law or other rights created by
(i) a resolution of shareholders, (ii) a resolution of directors, or (iii) an
II-3
<PAGE>
agreement providing for such indemnification, it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.
"SECTION 5.03. The corporation shall, from time to time, reimburse or advance
to any person referred to in Section 5.01 the funds necessary for payment of
expenses, including attorneys' fees, incurred in connection with any action or
proceeding referred to in Section 5.01, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that (i) his acts
were committed in bad faith or were the result of active and deliberate
dishonesty and, in either case, were material to the cause of action so
adjudicated, or (ii) he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
"SECTION 5.04. Any director or officer of the corporation serving (i) another
corporation, of which a majority of the shares entitled to vote in the election
of its directors is held by the corporation, or (ii) any employee benefit plan
of the corporation or any corporation referred to in clause (i), in any capacity
shall be deemed to be doing so at the request of the corporation. In all other
cases, the provisions of this Article V will apply (i) only if the person
serving another corporation or any partnership, joint venture, trust, employee
benefit plan or other enterprise so served at the specific request of the
corporation, evidenced by a written communication signed by the Chairman of the
Board, the Chief Executive Officer, the President, the Senior Vice Chairman or
any Vice Chairman, and (ii) only if and to the extent that, after making such
efforts as the Chairman of the Board, the Chief Executive Officer, or the
President shall deem adequate in the circumstances, such person shall be unable
to obtain indemnification from such other enterprise or its insurer.
"SECTION 5.05. Any person entitled to be indemnified or to the reimbursement
or advancement of expenses as a matter of right pursuant to this Article V may
elect to have the right to indemnification (or advancement of expenses)
interpreted on the basis of the applicable law in effect at the time of the
occurrence of the event or events giving rise to the action or proceeding, to
the extent permitted by law, or on the basis of the applicable law in effect at
the time indemnification is sought.
"SECTION 5.06. The right to be indemnified or to the reimbursement or
advancement of expenses pursuant to this Article V (i) is a contract right
pursuant to which the person entitled thereto may bring suit as if the
provisions hereof were set forth in a separate written contract between the
corporation and the director or officer, (ii) is intended to be retroactive and
shall be available with respect to events occurring prior to the adoption
hereof, and (iii) shall continue to exist after the rescission or restrictive
modification hereof with respect to events occurring prior thereto.
"SECTION 5.07. If a request to be indemnified or for the reimbursement or
advancement of expenses pursuant hereto is not paid in full by the corporation
within thirty days after a written claim has been received by the corporation,
the claimant may at any time thereafter bring suit against the corporation to
recover the unpaid amount of the claim and, if successful in whole or in part,
the claimant shall be entitled also to be paid the expenses of prosecuting such
claim. Neither the failure of the corporation (including its Board of
Directors, independent legal counsel, or its shareholders) to have made a
determination prior to the commencement of such action that indemnification of
or reimbursement or advancement of expenses to the claimant is proper in the
circumstances, nor an actual determination by the corporation (including its
Board of Directors, independent legal counsel, or its shareholders) that the
claimant is not entitled to indemnification or to the reimbursement or
advancement of expenses, shall be a defense to the action or create a
presumption that the claimant is not so entitled.
"SECTION 5.08. A person who has been successful, on the merits or otherwise,
in the defense of a civil or criminal action or proceeding of the character
described in Section 5.01 shall be entitled to indemnification only as provided
in Sections 5.01 and 5.03, notwithstanding any provision of the New York
Business Corporation Law to the contrary."
With certain limitations, Sections 721 through 726 of the New York Business
Corporation Law permit a corporation to indemnify a director or officer made a
party to an action (i) by a corporation or in its right in order to procure a
judgment in its favor unless he acted in good faith for a purpose
II-4
<PAGE>
that he reasonably believed to be in or not opposed to the corporation's best
interests and, in certain cases, a court approves the indemnity, or (ii) other
than an action by or in the right of the corporation in order to procure a
judgment in its favor if such directors or officer acted in good faith and in a
manner he reasonably believed to be in or, in certain cases, not opposed to such
corporation's best interests, and additionally, in criminal actions, has no
reasonable cause to believe his conduct was unlawful.
In addition, a Directors and Officers Liability and Corporation Reimbursement
Policy is maintained covering the Corporation and its directors and officers for
amounts, subject to policy limits, that the Corporation might be required to pay
by way of indemnification to its directors or officers under its By-Laws or
otherwise and for the protection of individual directors and officers from loss
for which they might not be indemnified by the Corporation.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The exhibits are listed in the exhibit index.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(b) The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or
II-5
<PAGE>
otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York and State of New York, on the 19th day of
June, 1998.
BANKERS TRUST CORPORATION
By /s/ Yves C. DeBalmann
__________________________________________
(YVES C. DEBALMANN, VICE CHAIRMAN)
Pursuant to the requirements of the Securities Act of 1933 this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Frank N. Newman* Chairman of the Board, Chief Executive
Officer and President (Principal Executive
Officer)
Richard H. Daniel* Vice Chairman, Chief Financial Officer
and Controller (Principal Financial Officer)
Ronald Hassen* Senior Vice President and Acting Principal
Accounting Officer
Lee A. Ault III* Director
Neil R. Austrian* Director
George B. Beitzel* Director
Phillip A. Griffiths* Director
William R. Howell* Director
Vernon E. Jordan, Jr.* Director
Hamish Maxwell* Director
N.J. Nicholas Jr.* Director
Russell E. Palmer* Director
</TABLE>
II-7
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Donald L. Staheli* Director
Patricia Carry Stewart* Director
G. Richard Thoman* Director
George J. Vojta* Vice Chairman and Director
Paul A. Volcker* Director
</TABLE>
*By /s/ James T. Byrne, Jr. June 19, 1998
--------------------------------------
(JAMES T. BYRNE, JR., ATTORNEY-IN-FACT)
II-8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION LOCATION
------- ----------- --------
<S> <C> <C>
5 Opinion re validity Filed as an exhibit hereto.
23 Consents of experts and counsel:
(a) KPMG Peat Marwick LLP, New York, New York Filed as an exhibit hereto.
(b) KPMG Peat Marwick LLP, Baltimore, Maryland Filed as an exhibit hereto.
(c) Ernst & Young LLP Filed as an exhibit hereto.
(d) Gordon S. Calder, Jr. Included in Exhibit 5.
24 Power of Attorney Filed as an exhibit hereto.
</TABLE>
<PAGE>
EXHIBIT 5
[Bankers Trust Company letterhead]
June 19, 1998
Bankers Trust Corporation
Bankers Trust Plaza,
130 Liberty Street,
New York, NY 10006
Dear Sirs:
I am Managing Director and Counsel of Bankers Trust Company, a
subsidiary of Bankers Trust Corporation, a New York corporation (the
"Corporation"). A filing with the Securities and Exchange Commission is
proposed to be made by the Corporation on the date hereof under the Securities
Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-8
(the "Registration Statement") for the purpose of registering the offer and sale
of $100,000,000 deferred compensation obligations (the "Obligations") of the
Corporation. The Obligations represent unsecured obligations of the Corporation
to pay deferred compensation in the future in accordance with the terms of the
Coinvestment Plan for the Corporate Finance Group (the "Plan"). I have examined
the Restated Certificate of Incorporation and By-Laws of the Corporation, the
Plan, and such other documents and instruments as I have deemed necessary or
appropriate for the purposes of the opinion expressed herein.
Based upon the foregoing, I am of the opinion that, when issued and
paid for in accordance with the provisions of the Plan as contemplated by the
Registration Statement, the Obligations will be valid and legally binding
obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the State of New York, and I am expressing no opinion as
to the effect of the laws of any other jurisdiction.
I have relied as to certain matters on information obtained from
public officials, officers of the Corporation and other sources believed by me
to be responsible.
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to me under "Interest of Named
Experts and Counsel" in the Registration Statement. I do not admit in giving
this consent that I come within the category of persons whose consent is
required under Section 7 of the Act or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Gordon S. Calder, Jr.
Gordon S. Calder, Jr.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 and in the Prospectus which forms a part of the Registration
Statement of our report, dated January 22, 1998 with respect to: the
consolidated balance sheet of Bankers Trust New York Corporation and
Subsidiaries as of December 31, 1997, and the related consolidated statements of
income, changes in stockholders' equity and cash flows for the year then ended;
and the combination of Bankers Trust New York Corporation and Subsidiaries and
Alex. Brown Incorporated as reflected in the consolidated balance sheet as of
December 31, 1996 and the related consolidated statements of income, changes in
stockholders' equity and cash flows for each of the years in the two-year period
then ended, after restatement for the 1997 pooling-of-interests. We also consent
to the reference to our firm under the caption "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
New York, New York
June 18, 1998
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 and in the Prospectus which forms a part of the Registration
Statement of our report dated January 20, 1997, with respect to the consolidated
statement of financial condition of Alex. Brown Incorporated and subsidiaries as
of December 31, 1996 and the related consolidated statements of earnings,
stockholders' equity and cash flows for each of the years in the two-year period
ended December 31, 1996. We also consent to the reference to our firm under the
caption "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Baltimore, Maryland
June 18, 1998
<PAGE>
EXHIBIT 23(c)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-8 and the related Prospectus pertaining to the
Coinvestment Plan for the Corporate Finance Group of Bankers Trust Corporation
(formerly Bankers Trust New York Corporation), and to the incorporation by
reference therein of our report dated January 23, 1997 (except for Note 28, as
to which the date is March 6, 1997), with respect to the consolidated financial
statements of Bankers Trust New York Corporation and Subsidiaries included in
its Annual Report (Form 10-K) for the year ended December 31, 1996, prior to
their restatement for the 1997 pooling-of-interests with Alex. Brown
Incorporated filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
June 19, 1998
<PAGE>
EXHIBIT 24
BANKERS TRUST NEW YORK CORPORATION
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Bankers Trust New York Corporation (the "Corporation"), a New York
corporation, hereby appoints each of Frank N. Newman, George J. Vojta, Richard
H. Daniel, Duncan P. Hennes and James T. Byrne, Jr. his true and lawful attorney
and agent, in the name and on behalf of the undersigned, to do any and all acts
and things and execute any and all instruments which the said attorney and agent
may deem necessary or advisable to enable the Corporation to comply with the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Trust Indenture Act of 1939, as amended (collectively the
"Acts"), and any rules and regulations and requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Acts of the securities of the Corporation in connection with the
public offering of such securities, including specifically, but without limiting
the generality of the foregoing, the power and authority to sign the name of the
undersigned in his capacity as a Director and/or Officer of the Corporation to a
Registration Statement to be filed with the Securities and Exchange Commission
to any and all amendments, including pre- and post-effective amendments, to the
said Registration Statement and to any and all instruments and documents filed
as a part of or in connection with the said Registration Statement and
amendments thereto; HEREBY RATIFYING AND CONFIRMING all that the said attorneys
and agents, or any of them, has done, shall do or cause to be done by virtue
hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Frank N. Newman Chairman of the Board, Chief Executive April 21, 1998
- ---------------------------- Officer and President (Principal Executive
(Frank N. Newman) Officer)
/s/ Richard H. Daniel Vice Chairman, Chief Financial Officer April 21, 1998
- ---------------------------- and Controller (Principal Financial Officer)
(Richard H. Daniel)
/s/ Ronald Hassen Senior Vice President and Acting Principal April 21, 1998
- ---------------------------- Accounting Officer
(Ronald Hassen)
/s/ Lee A. Ault III Director April 21, 1998
- ----------------------------
(Lee A. Ault III)
/s/ Neil R. Austrian Director April 21, 1998
- ----------------------------
(Neil R. Austrian)
/s/ George B. Beitzel Director April 21, 1998
- ----------------------------
(George B. Beitzel)
/s/ Phillip A. Griffiths Director April 21, 1998
- ----------------------------
(Phillip A. Griffiths)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ William R. Howell Director April 21, 1998
- ----------------------------
(William R. Howell)
/s/ Vernon E. Jordan, Jr. Director April 21, 1998
- ----------------------------
(Vernon E. Jordan, Jr.)
/s/ Hamish Maxwell Director April 21, 1998
- ----------------------------
(Hamish Maxwell)
/s/ N.J. Nicholas Jr. Director April 21, 1998
- ----------------------------
(N.J. Nicholas Jr.)
/s/ Russell E. Palmer Director April 21, 1998
- ----------------------------
(Russell E. Palmer)
/s/ Donald L. Staheli Director April 21, 1998
- ----------------------------
(Donald L. Staheli)
/s/ Patricia Carry Stewart Director April 21, 1998
- ----------------------------
(Patricia Carry Stewart)
/s/ G. Richard Thoman Director April 21, 1998
- ----------------------------
(G. Richard Thoman)
/s/ George J. Vojta Vice Chairman and Director April 21, 1998
- ----------------------------
(George J. Vojta)
/s/ Paul A. Volcker Director April 21, 1998
- ----------------------------
(Paul A. Volcker)
</TABLE>
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