<PAGE>
As filed with the Securities and Exchange Commission on January 9, 1998.
Registration No. 333-
_____________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
BANKERS TRUST NEW YORK 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 of principal executive offices)
____________________
ALEX. BROWN INCORPORATED
1991 EQUITY INCENTIVE PLAN
(Full title of the Plans)
________________________
GORDON S. CALDER, JR., ESQ.
MELVIN A. YELLIN, ESQ.
BANKERS TRUST NEW YORK CORPORATION
130 LIBERTY STREET
NEW YORK, NEW YORK 10006
(Name and address of agents for service)
_________________
Calculation of Registration Fee
<TABLE>
<CAPTION>
Title of Proposed Proposed
securities Amount maximum maximum
to be to be offering aggregate Amount of
registered registered price per unit(2) offering price(2) registration fee(3)
<S> <C> <C> <C> <C>
Common Stock
(par value
$1.00 per
share)(1) 120,000 $109.50 $13,140,000 $3,877
</TABLE>
(1) Includes Series C Junior Participating Preferred Purchase Rights (the
"Rights"). Prior to the occurrence of certain events, the Rights will not be
evidenced separately from the shares of Common Stock.
(2) Estimated solely for purposes of calculating the registration fee.
<PAGE>
(3) Pursuant to Rule 457 (h), the proposed maximum aggregate offering price
and amount of registration fee are based upon the average of the high and low
prices reported in the consolidated reporting system on January 7, 1998.
2
<PAGE>
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1.
On September 1, 1997, Alex. Brown Incorporated, a Maryland corporation
("Alex. Brown"), merged with and into (the "Merger") a subsidiary of Bankers
Trust New York Corporation, a New York corporation ("BTNY"). In connection with
the Merger, BTNY assumed certain obligations of Alex. Brown under the Alex.
Brown Incorporated 1991 Equity Incentive Plan (the "Plan"). The documents
containing the other information required by this Part I will be given to
participants in the Plan as provided by Rule 428(b)(1) under the Securities Act
of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by BTNY with the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference into this Registration Statement on
Form S-8 (the "Registration Statement"):
(a) BTNY's Annual Report on Form 10-K (file number 1-5920) for
the year ended December 31, 1996, filed pursuant to Section 13 of the
Exchange Act;
(b) BTNY's Quarterly Report on Form 10-Q (file number 1-5920)
for the quarters ended March 31, June 30 and September 30 1997, filed
pursuant to Section 13 of the Exchange Act;
(c) BTNY's Current Reports on Form 8-K (file number 1-5920)
filed on January 23, March 14 (as amended by the Form 8-K/A filed on
June 18), April 7, April 17, May 1, June 13, July 17 (as amended by the
Form 8-K/A filed on July 18), August 20, September 4, September 9,
September 12, October 3, October 24, November 26 and December 3, 1997
pursuant to Section 13 of the Exchange Act; and
(d) The description of BTNY's Common Stock and associated
stock purchase rights set forth in Registration Statements on Form 8-A
(file number 1-5920), filed pursuant to Section 12 of the Exchange Act.
All documents filed by BTNY under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act after the date of this Registration Statement and prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all such securities then remaining
unsold shall be deemed to be
3
<PAGE>
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing such documents.
ITEM 4. Description of Securities
Not Applicable
ITEM 5. Interests of Named Experts and Counsel
The validity of any newly issued shares of the Common Stock
offered hereby has been passed upon for the registrant by Gordon S. Calder, Jr.,
Managing Director and Counsel of Bankers Trust Company. Mr. Calder has an
interest in a number of shares equal to less than .02% of the outstanding Common
Stock of BTNY .
ITEM 6. Indemnification of Directors and Officers.
Article V of the By-Laws of BTNY 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
agreement providing for such indemnification, it being expressly intended that
these By-Laws authorize the creation of other rights in any such manner.
4
<PAGE>
"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 the
reimbursement or advancement of expenses as a matter of right pursuant to
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
5
<PAGE>
any time thereafter bring suit against the corporation to recover the unpaid
amount if 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 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 shall have breached his duties, 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 director 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 BTNY and its directors and officers
for amounts, subject to policy limits, that BTNY 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 BTNY.
ITEM 7. Exemption from Registration Claimed
Not Applicable
6
<PAGE>
ITEM 8.
Exhibit
Number Description
- ------- ------------
4.1 Rights Agreement, dated as of November 26, 1997, (filed
as an Exhibit to the Registrant's Current Report on Form
8-K dated and filed on November 26, 1997, file number
1-5920).
5.1 Opinion re validity.
23.1 Consent of Ernst & Young LLP, independent auditors.
23.2 Consent of KPMG Peat Marwick LLP, independent auditors.
23.3 Consent of KPMG Peat Marwick LLP, independent auditors.
23.4 Consent of Counsel (contained in the opinion filed as
Exhibit 5.1 to this Registration Statement).
24.1 Powers of Attorney.
7
<PAGE>
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 of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the 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 the 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 the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, 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.
8
<PAGE>
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.
9
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
10
<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, STATE OF NEW YORK, ON THE 9TH DAY OF
JANUARY, 1998.
BANKERS TRUST NEW YORK CORPORATION
By: /s/ Duncan P. Hennes
---------------------
DUNCAN P. HENNES
SENIOR VICE PRESIDENT
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED:
Signature Title Date
Frank N. Newman* Chairman of the Board, Chief January 9, 1998
Executive Officer and Director
(Principal Executive Officer
Richard H. Daniel* Vice Chairman, Chief Financial January 9, 1998
Officer and Controller
(Principal Financial Officer and
Controller
Lee A. Ault III* Director January 9, 1998
Neil R. Austrian Director January 9, 1998
George B. Beitzel* Director January 9, 1998
Phillip A. Griffiths* Director January 9, 1998
William R. Howell* Director January 9, 1998
Vernon E. Jordan, Jr.* Director January 9, 1998
A.B. Krongard* Vice Chairman and Director January 9, 1998
Hamish Maxwell* Director January 9, 1998
N.J. Nicholas, Jr.* Director January 9, 1998
Rusell E. Palmer Director January 9, 1998
Donald L. Staheli* Director January 9, 1998
Patricia C. Stewart Director January 9, 1998
11
<PAGE>
G. Richard Thoman* Director January 9, 1998
George J. Vojta* Vice Chairman and Director January 9, 1998
Paul A. Volcker Director January 9, 1998
By: /s/ Duncan P. Hennes*
(Attorney-in-Fact)
12
<PAGE>
Exhibit 5.1
January 9, 1998
Bankers Trust New York Corporation
130 Liberty Street
New York, NY 10006
Ladies and Gentlemen:
I am a Managing Director and Counsel of Bankers Trust Company, and, as
such, I have acted as counsel for Bankers Trust New York Corporation (the
"Corporation") in connection with the registration of 120,000 shares of the
Corporation's common stock ($1 par value) (the "Common Stock") and the Series C
Junior Participating Preferred Purchase Rights (the "Rights") both of which to
be delivered pursuant to certain obligations under the Alex. Brown Incorporated
("ABI") 1991 Equity Incentive Plan (the "Plan") assumed by the Corporation in
connection with the merger of ABI with and into a subsidiary of the Corporation.
I am familiar with the actions taken or to be taken in connection with
authorization and proposed issuance of the Common Stock and the Rights
attributable thereto and the Rights Agreement (the "Rights Agreement") dated as
of February 22, 1988, as amended as of November 26, 1997, including the adoption
by the Board of Directors of appropriate resolutions authorizing such actions.
Based upon the foregoing, I hereby advise you that in my opinion (a)
the Corporation is duly organized and validly existing under the laws of the
State of New York and (b) that upon the effectiveness of the Registration
Statement and the issuance of any newly issued shares of Common Stock and the
Rights attributable thereto in accordance with the provisions of the Plan, such
shares of Common Stock will be validly issued, fully paid and non-assessable and
the Rights attributable to such shares of Common Stock will be validly issued..
The holders of the Common Stock will not be subject to any personal
liability as shareholders under the current laws of the State of New York, the
jurisdiction under whose laws the Corporation is incorporated and in which its
principal place of business is located, except for such liability as may be
imposed in the future under certain circumstances under Section 630 of the New
York Business Corporation Law.
I hereby consent to the filing of this opinion as an Exhibit to the
Corporation's Registration Statement on Form S-8 relating to the Common Stock to
be delivered pursuant to the Plan. 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 Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Gordon S. Calder, Jr.
--------------------------
GORDON S. CALDER, JR.
13
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 (Form S-8) of Bankers Trust New York Corporation, pertaining to Alex.
Brown Incorporated's 1991 Equity Incentive Plan, 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
ERNST & YOUNG LLP
New York, New York
January 9, 1998
14
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
The Board of Directors
Bankers Trust New York Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated January 20, 1997, with respect to the consolidated
statements of financial condition of Alex. Brown Incorporated and subsidiaries
as of December 31, 1996 and 1995, and the related consolidated statements of
earnings, stockholders' equity and cash flows for each of the years in the
three-year period ended December 31, 1996, which report appears in the Form 8-K
of Bankers Trust New York Corporation filed September 4, 1997, incorporated by
reference in the Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG PEAT MARWICK LLP
Baltimore, Maryland
January 9, 1998
15
<PAGE>
Exhibit 23.3
Consent of Independent Auditors
-------------------------------
The Board of Directors
Bankers Trust New York Corporation:
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated September 5, 1997, with respect to the supplemental
consolidated balance sheet of Bankers Trust New York Corporation and
Subsidiaries (the "Company") as of December 31, 1996 and 1995, and the related
supplemental consolidated statements of income, changes in stockholders' equity
and cash flows for each of the years in the three-year period ended December 31,
1996, which appears in the Company's Current Report on Form 8-K filed September
9, 1997, incorporated by reference in the Registration Statement.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
New York, New York
January 9, 1998
16
<PAGE>
Exhibit 24.1
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, R. Kelly Doherty, 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,
and the Securities Exchange Act of 1934, 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 common stock of the Corporation to be used in connection with certain of
the Corporation's employment benefit plans 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 or 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.
IN WITNESS WHEREOF, each of the undersigned has subscribed these
presents.
December 16, 1997 Bankers Trust New York Corporation
By /s/ Frank N. Newman
---------------------
Frank N. Newman
Chairman of the Board
/s/ Frank N. Newman
- -------------------
Frank N. Newman
Chairman of the Board, Chief
Executive Officer and President
(Principal Executive Officer)
17
<PAGE>
/s/ Richard H. Daniel
- ---------------------
Richard H. Daniel
Vice Chairman. Chief Financial
Officer and Controller
(Principal Financial Officer)
/s/ Ronald Hassen
- -----------------
Ronald Hassen
Senior Vice President and Acting
Principal Accounting Officer
/s/ Lee A. Ault III
- -------------------
Lee A. Ault III Director
- ----------------
Neil R. Austrian Director
/s/ George B. Beitzel
- ---------------------
George B. Beitzel Director
/s/ Phillip A. Griffiths
- ------------------------
Phillip A. Griffiths Director
/s/ William R. Howell
- ---------------------
William R. Howell Director
/s/ Vernon E. Jordan, Jr.
- -------------------------
Vernon E. Jordan, Jr. Director
18
<PAGE>
/s/ A.B. Krongard
- -----------------
A.B. Krongard Director
/s/ Hamish Maxwell
- ------------------
Hamish Maxwell Director
/s/ N.J. Nicholas Jr.
- ---------------------
N.J. Nicholas Jr. Director
- ----------------
Russell E. Palmer Director
/s/ Donald L. Staheli
- ---------------------
Donald L. Staheli Director
- -------------------
Patricia C. Stewart Director
/s/ G. Richard Thoman
- ---------------------
G. Richard Thoman Director
/s/ George J. Vojta
- -------------------
George J. Vojta Director
- ----------------
Paul A. Volcker Director
19
