<PAGE>
RULE NO. 424(b)(2)
REGISTRATION NO. 333-32909
PROSPECTUS SUPPLEMENT
(To Prospectus Dated September 29, 1997)
$500,000,000
[LOGO] BANKERS TRUST CORPORATION
GLOBAL FLOATING RATE NOTES DUE 2003
----------------
THE $500,000,000 GLOBAL FLOATING RATE NOTES DUE 2003
(THE"NOTES") WILL BE ISSUED BY BANKERS TRUST CORPORATION, FORMERLY
BANKERS TRUST NEW YORK CORPORATION (THE "CORPORATION").
THE NOTES BEAR INTEREST FROM, AND INCLUDING, MAY 11, 1998. INTEREST ON THE
NOTES IS PAYABLE IN ARREARS ON FEBRUARY 11, MAY 11, AUGUST 11, AND
NOVEMBER 11 AND AT MATURITY (EACH AN "INTEREST PAYMENT DATE"),
COMMENCING ON AUGUST 11, 1998. THE INTEREST RATE ON THE NOTES FOR
EACH INTEREST PERIOD (AS DEFINED IN "DESCRIPTION OF NOTES--
INTEREST") TO MATURITY WILL BE A FLOATING RATE, SUBJECT TO
ADJUSTMENT ON A QUARTERLY BASIS, EQUAL TO THE LONDON
INTERBANK OFFERED RATE FOR THREE-MONTH U.S. DOLLAR
DEPOSITS ("LIBOR") PLUS A SPREAD OF 0.10%. SEE
"DESCRIPTION OF NOTES--INTEREST". THE NOTES
WILL MATURE ON MAY 11, 2003 (THE
"MATURITY").
THE NOTES WILL BE REPRESENTED BY GLOBAL SECURITIES REGISTERED IN THE NAME OF
THE NOMINEE OF THE DEPOSITORY TRUST COMPANY, NEW YORK, NEW YORK ("DTC" OR
THE "DEPOSITORY"), WHICH WILL ACT AS THE DEPOSITORY. INTERESTS IN THE
NOTES REPRESENTED BY GLOBAL SECURITIES WILL BE SHOWN ON, AND TRANSFERS
THEREOF WILL BE EFFECTED ONLY THROUGH, RECORDS MAINTAINED BY THE
DEPOSITORY AND ITS DIRECT AND INDIRECT PARTICIPANTS. PURCHASERS MAY
ELECT TO HOLD INTERESTS IN THE NOTES THROUGH ANY OF DTC (IN THE
U.S.), OR CEDEL BANK, SOCIETE ANONYME ("CEDEL BANK"), OR MORGAN
GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR
OF THE EUROCLEAR SYSTEM ("EUROCLEAR") (IN EUROPE) IF THEY ARE
PARTICIPANTS OF SUCH SYSTEMS, OR INDIRECTLY THROUGH
ORGANIZATIONS WHICH ARE PARTICIPANTS IN SUCH SYSTEMS. SEE
"CERTAIN TERMS OF THE NOTES--BOOK-ENTRY SYSTEM." EXCEPT AS
DESCRIBED IN THE PROSPECTUS, NOTES IN DEFINITIVE FORM
WILL NOT BE ISSUED. SETTLEMENT FOR THE NOTES WILL BE
MADE IN IMMEDIATELY AVAILABLE FUNDS. THE NOTES WILL
TRADE IN THE DEPOSITORY'S SAME-DAY FUNDS SETTLEMENT
SYSTEM AND SECONDARY MARKET TRADING ACTIVITY FOR
THE NOTES WILL THEREFORE SETTLE IN IMMEDIATELY
AVAILABLE FUNDS. ALL PAYMENTS OF PRINCIPAL AND
INTEREST WILL BE MADE BY THE CORPORATION IN
IMMEDIATELY AVAILABLE FUNDS OR THE EQUIVALENT.
SEE "DESCRIPTION OF NOTES--GLOBAL CLEARANCE AND
SETTLEMENT PROCEDURES."
----------------
APPLICATION HAS BEEN MADE TO LIST THE NOTES ON THE LUXEMBOURG STOCK EXCHANGE.
----------------
THE NOTES WILL RANK ON A PARITY WITH ALL OTHER UNSECURED AND
UNSUBORDINATED INDEBTEDNESS OF THE CORPORATION, AND MAY NOT
BE REDEEMED PRIOR TO THEIR MATURITY UNLESS CERTAIN EVENTS
OCCUR INVOLVING UNITED STATES TAXATION. SEE "DESCRIPTION OF
NOTES--REDEMPTION".
----------------
THE NOTES OFFERED HEREBY ARE NOT SAVINGS ACCOUNTS, DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK OR NONBANK SUBSIDIARIES OF THE CORPORATION AND
ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR
ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY.
----------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
PRICE 99.938% AND ACCRUED INTEREST, IF ANY
----------------
<TABLE>
<CAPTION>
UNDERWRITING
PRICE TO DISCOUNTS AND PROCEEDS TO
PUBLIC(1) COMMISSIONS(2) CORPORATION(1)(3)
--------- -------------- -----------------
<S> <C> <C> <C>
Per Note......................... 99.938% 0.200% 99.738%
Total............................ $499,690,000 $1,000,000 $498,690,000
</TABLE>
- --------
(1) Plus accrued interest from May 11, 1998, if any.
(2) The Corporation has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deduction of expenses payable by the Corporation estimated at
$100,000.
----------------
The Notes are offered, subject to prior sale, when as and if accepted by the
Underwriters named herein and subject to approval of certain legal matters by
White & Case LLP, counsel for the Underwriters. It is expected that delivery
of the Notes will be made on or about May 11, 1998 through the book-entry
facilities of DTC, against payment therefor in immediately available funds.
----------------
MORGAN STANLEY DEAN WITTER
PAINEWEBBER INTERNATIONAL (U.K.) LTD.
ABN AMRO
BANK AUSTRIA CREDITANSTALT
BEAR, STEARNS INTERNATIONAL LIMITED
BT ALEX. BROWN INTERNATIONAL
CREDIT SUISSE FIRST BOSTON
HSBC MARKETS
MERRILL LYNCH INTERNATIONAL
April 24, 1998
<PAGE>
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THE PROSPECTUS OR IN THIS PROSPECTUS SUPPLEMENT
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE CORPORATION OR ANY UNDERWRITER. NEITHER
THE DELIVERY OF THE PROSPECTUS OR THIS PROSPECTUS SUPPLEMENT NOR ANY SALE MADE
THEREUNDER OR HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THE INFORMATION CONTAINED HEREIN OR THEREIN IS CORRECT AS OF ANY DATE
SUBSEQUENT TO THE DATE HEREOF OR THEREOF. THE PROSPECTUS AND THIS PROSPECTUS
SUPPLEMENT DO NOT CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY
JURISDICTION IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
----------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information...................................................... S-3
Incorporation of Certain Documents by Reference............................ S-3
Bankers Trust Corporation.................................................. S-3
Selected Consolidated Financial Data and Other Information ................ S-6
Description of Notes....................................................... S-7
Use of Proceeds............................................................ S-14
Taxation................................................................... S-14
Experts.................................................................... S-17
Validity of Notes.......................................................... S-17
Underwriting............................................................... S-17
General Information........................................................ S-19
PROSPECTUS
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
Bankers Trust New York Corporation......................................... 4
Use of Proceeds............................................................ 5
Description of Offered Securities.......................................... 5
Book-Entry Securities...................................................... 19
United States Taxation..................................................... 21
Foreign Currency Risks..................................................... 21
Description of the Corporation's Capital Stock............................. 23
Validity of Offered Securities............................................. 26
Experts.................................................................... 26
Plan of Distribution....................................................... 27
</TABLE>
----------------
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN, OR OTHERWISE AFFECT THE PRICE OF THE NOTES.
SPECIFICALLY, MORGAN STANLEY & CO. INTERNATIONAL LIMITED MAY OVER-ALLOT IN
CONNECTION WITH THE OFFERING, AND MAY BID FOR, AND PURCHASE, NOTES IN THE OPEN
MARKET. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."
In this Prospectus Supplement and accompanying Prospectus (collectively, the
"Prospectus"), unless otherwise specified or the context otherwise requires,
references to "dollars", "$" and "U.S.$" are to United States dollars.
S-2
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the United
States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other information
with the United States Securities and Exchange Commission (the "Commission").
Such reports, proxy statements and other information can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511; and Suite 1300, 7 World Trade
Center, New York, New York 10048. Copies of such materials can also be
obtained from the Public Reference Section of the Commission, at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates. Reports, proxy
statements and other information concerning the Corporation can also be
inspected at the offices of the New York Stock Exchange, 20 Broad Street, New
York, New York 10005 and the American Stock Exchange, 86 Trinity Place, New
York, New York 10006. The Commission also maintains a site on the World Wide
Web, the address of which is http://www.sec.gov, that contains reports, proxy
statements and other information regarding issuers, such as the Corporation,
that file electronically with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The information contained in the following reports filed by the Corporation
with the Commission shall be deemed to be incorporated herein by reference and
purchasers of the Notes shall be deemed to have notice thereof as if all such
information were included in this Prospectus: the Corporation's Annual Report
on Form 10-K for the year ended December 31, 1997, and its Current Reports on
Form 8-K filed January 22, April 23 and April 24, 1998. The Commission file
number applying to such reports is 1-5920. Copies of such reports are
available without charge from Bankers Trust Luxembourg S.A. (the "Listing
Agent"), 14 Boulevard F.D. Roosevelt, L-2450 Luxembourg.
All reports and definitive proxy or information statements, including the
Corporation's Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, filed by the Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of the offering of the Notes shall be
deemed to be incorporated by reference into this Prospectus from the date of
filing of such documents. Copies of such reports will be available without
charge from the Listing Agent. Any statement contained herein or incorporated
by reference herein shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement in any subsequently filed
document that also is or is deemed incorporated by reference in this
Prospectus modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed to constitute a part of this
Prospectus, except as so modified or superseded. The Corporation accepts
responsibility for the information contained in the Prospectus.
Investors who have not previously reviewed the information contained in the
Forms 10-K, 10-Q and 8-K listed above should do so in connection with their
purchase of Notes.
BANKERS TRUST CORPORATION
GENERAL
The Corporation is a registered bank holding company, incorporated under the
laws of the State of New York in 1965. At March 31, 1998, the Corporation had
consolidated total assets of $157.5 billion. The Corporation's principal
banking subsidiary is Bankers Trust Company ("BTCo."). The Corporation
concentrates its financial and managerial resources on selected markets and
services its clients by meeting their needs for financing, advisory,
processing and sophisticated risk management solutions. The core
organizational units of the Corporation are Investment Banking, Trading &
Sales, Global Institutional Services, Private Client Services Group,
Australia/New Zealand, Emerging Markets Group and Corporate. Among the
institutional market segments served are corporations, banks, other financial
institutions, governments and agencies, retirement plans, not-for-profit
organizations, wealthy individuals, foundations and private companies.
S-3
<PAGE>
The Corporation is a legal entity separate and distinct from its
subsidiaries, including BTCo. There are various legal limitations governing
the extent to which certain of the Corporation's subsidiaries may extend
credit, pay dividends or otherwise supply funds to or engage in transactions
with the Corporation or certain of its other subsidiaries. The rights of the
Corporation to participate in any distribution of assets of any subsidiary
upon its dissolution, winding-up, liquidation or reorganization or otherwise
are subject to the prior claims of creditors of that subsidiary, except to the
extent that the Corporation may itself be a creditor of that subsidiary and
its claims are recognized. Claims on the Corporation's subsidiaries by
creditors other than the Corporation include long-term debt and substantial
obligations with respect to deposit liabilities, trading liabilities, federal
funds purchased, securities loaned and securities sold under repurchase
agreements and commercial paper, as well as short-term borrowings and accounts
payable.
The present members of the Corporation's Board of Directors are:
<TABLE>
<CAPTION>
NAME POSITION
---- --------
<S> <C>
Frank N. Newman....................... Chairman of the Board, Chief Executive
Officer, President and Director
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
Donald L. Staheli..................... Director
Patricia Carry Stewart................ Director
G. Richard Thoman..................... Director
George J. Vojta....................... Vice Chairman and Director
Paul A. Volcker....................... Director
</TABLE>
The Corporation's principal executive offices are located at 130 Liberty
Street, New York, New York 10006 and its telephone number is (212) 250-2500.
RECENT DEVELOPMENTS
On April 21, 1998, the shareholders of the Corporation approved the change
of the Corporation's name from "Bankers Trust New York Corporation" to
"Bankers Trust Corporation," and an amendment to the Corporation's Certificate
of Incorporation effecting the change was filed with the Secretary of State of
the State of New York on April 23, 1998.
CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------ MARCH 31,
1993 1994 1995 1996 1997 1998
---- ---- ---- ---- ---- ------------
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.......... 1.77 1.32 1.12 1.27 1.35 1.30
Including Interest on Deposits.......... 1.53 1.24 1.09 1.20 1.23 1.19
</TABLE>
For purposes of computing these consolidated ratios, earnings represent
income before income taxes, cumulative effects of accounting changes and
equity in undistributed income of unconsolidated subsidiaries and affiliates,
plus fixed charges excluding capitalized interest. Fixed charges represent all
interest expense (ratios are presented both excluding and including interest
on deposits), the portion of net rental expense which is deemed representative
of the interest factor, the amortization of debt issuance expense and
capitalized interest.
S-4
<PAGE>
CONSOLIDATED RESULTS OF OPERATIONS
For the first quarter of 1998, the Corporation earned $222 million, or $2.01
diluted earnings per share compared with $200 million, or $1.76 diluted
earnings per share, for the first quarter of 1997.
Details with respect to the foregoing are set forth in the Corporation's
Current Report on Form 8-K filed on April 23, 1998, which is incorporated
herein by reference.
S-5
<PAGE>
SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION
The following selected consolidated financial data relating to the
Corporation and its consolidated subsidiaries at and for each of the two years
ended December 31, 1997, have been derived from and are qualified in their
entirety by the detailed financial information and consolidated financial
statements of the Corporation and its consolidated subsidiaries included in
its Annual Report on Form 10-K filed for year ended December 31, 1997, which
is incorporated herein by reference.
The consolidated financial data at and for the three months ended March 31,
1998, are unaudited but, in the opinion of management, all material
adjustments necessary for a fair presentation of the Corporation's results of
operations for such period have been made. All such adjustments were of a
normal recurring nature. The results for the three months ended March 31,
1998, are not necessarily indicative of the results for the full year or any
other interim period.
<TABLE>
<CAPTION>
AT OR FOR THE THREE MONTHS
YEAR ENDED DECEMBER 31, ENDED MARCH 31,
-------------------------- ---------------
1996 1997 1998
----------- ----------- ---------------
($ IN MILLIONS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
FOR THE PERIOD:
Net interest revenue.......... $ 1,057 $ 1,359 $ 402
Noninterest revenue*.......... 4,117 4,891 1,291
Net income.................... $ 766 $ 866 $ 222
PER COMMON SHARE:
Basic Earnings Per Share...... $ 7.12 $ 8.15 $ 2.08
Diluted Earnings Per Share.... $ 6.76 $ 7.66 $ 2.01
Cash dividends declared....... $ 4.00 $ 4.00 $ 1.00
--as percentage of Diluted
Earnings Per Share........... 59% 52% 49%
Book value, end of period..... 49.21 49.06 49.82
Market price..................
High........................ 90 7/8 133 5/8 124 1/4
Low......................... 61 74 99 1/4
End of Period............... 86 1/4 112 7/16 120 5/16
Price/earnings ratio, end of
period....................... 12.1x 13.8x 14.3x
Cash dividend yield, end of
period....................... 4.6% 3.6% 3.3%
AT END OF PERIOD:
Total assets.................. $ 122,543 $ 140,102 $157,537
Long-term debt not included in
risk-based capital........... 8,732 11,275 12,740
Long-term debt included in
risk-based capital........... 2,576 3,312 3,306
Mandatorily redeemable capital
securities of subsidiary
trusts holding solely junior
subordinated deferrable
interest debentures included
in risk-based capital........ 730 1,472 1,473
Preferred stock of subsidi-
ary.......................... 250 -- 304
Preferred stock............... 810 658 658
Common stockholders' equity... 5,068 5,050 5,154
Total stockholders' equity.... 5,878 5,708 5,812
PROFITABILITY RATIOS:
Return on average common
stockholders' equity......... 14.5% 15.6% 16.7%
Return on average total stock-
holders' equity.............. 13.3% 14.6% 15.5%
Return on average total as-
sets......................... .63% .63% .60%
CAPITAL RATIOS:
Common stockholders' equity to
total assets, end of period
............................. 4.1% 3.6% 3.3%
Total stockholders' equity to
total assets, end of period.. 4.8% 4.1% 3.7%
Average total stockholders'
equity to average total as-
sets......................... 4.7% 4.4% 3.8%
Risk-Based Capital Ratios(1)
Tier 1 Capital.............. 9.3% 8.3% 8.2%
Total Capital............... 13.8% 14.1% 14.2%
Leverage Ratio................ 5.9% 4.4% 4.5%
</TABLE>
- --------
*Excludes credit loss provision
(1) Ratios at March 31, 1998 are preliminary
S-6
<PAGE>
The following table sets forth the capitalization of the Corporation and its
consolidated subsidiaries.
<TABLE>
<CAPTION>
AT DECEMBER 31
---------------- AT MARCH 31
1996 1997 1998
------- ------- -----------
($ IN MILLIONS)
---------------
<S> <C> <C> <C>
DEBT:
Long-term debt not included in risk-based capi-
tal........................................... $ 8,732 $11,275 $12,740
Long-term debt included in risk-based capital.. 2,576 3,312 3,306
Mandatorily redeemable capital securities of
subsidiary trusts holding solely junior
subordinated deferrable interest debentures
included in risk-based capital................ 730 1,472 1,473
------- ------- -------
Total debt................................... $12,038 $16,059 $17,519
STOCKHOLDERS' EQUITY:
Preferred stock................................ 810 658 658
Common stock ($1 par value).................... 104 105 105
Capital surplus................................ 1,437 1,563 1,592
Retained earnings.............................. 3,988 4,202 4,225
Common stock in treasury, at cost.............. (372) (889) (803)
Other stockholders' equity..................... 218 463 458
Accumulated other comprehensive income:
Net unrealized gains (losses) on securities
available for sale, net of taxes.............. 57 (32) (52)
Foreign currency translation, net of taxes..... (364) (362) (371)
------- ------- -------
Total stockholders' equity................... 5,878 5,708 5,812
------- ------- -------
TOTAL CAPITALIZATION............................. $17,916 $21,767 $23,331
======= ======= =======
</TABLE>
Since March 31, 1998, there has been no material adverse change in the
capitalization of the Corporation.
DESCRIPTION OF NOTES
GENERAL
The Notes offered hereby will be limited to $500,000,000 aggregate principal
amount and will mature on the Interest Payment Date (as defined) in May 2003
and will be redeemed at a redemption price equal to their principal amount
together with interest accrued to Maturity. The Notes may not be redeemed
prior to their Maturity except under certain circumstances described herein
and are not entitled to any sinking fund. The Notes are to be issued pursuant
to an Indenture, dated as of November 1, 1991, as amended (the "Indenture"),
between the Corporation and The Chase Manhattan Bank, as trustee (the
"Trustee").
The Notes will be issued in fully registered form, in denominations of
$1,000 and integral multiples of $1,000 in excess thereof. See "Book-Entry
System" below. The principal paying agent, registrar and transfer agent for
the Notes will be the corporate trust department of BTCo. in The City of New
York. In addition, Bankers Trust Luxembourg S.A. is a paying agent. Payment of
principal shall be made at Maturity in immediately available funds against
surrender to the paying agent of such Note.
The following summaries of certain provisions of the Indenture and the Notes
do not purport to be complete and are subject to, and are qualified in their
entirety by reference to, the provisions of the Indenture and the Notes,
including the definitions therein of certain terms. The holders of the Notes
(the "Noteholders") are bound by, and are deemed to have notice of, all the
provisions of the Indenture. Capitalized terms used herein and not otherwise
defined shall have the respective meanings assigned to them in the Notes and
the Indenture.
S-7
<PAGE>
INTEREST
Interest Payment Dates
The Notes will bear interest from and including May 11, 1998, payable
quarterly in arrears on February 11, May 11, August 11 and November 11 (each
an "Interest Payment Date"), commencing August 11, 1998, to the Noteholders in
whose names the Notes are registered at the close of business on the fifteenth
calendar day preceding each Interest Payment Date; provided, however, that
interest payable at Maturity will be payable to the registered Noteholder to
whom principal is payable. If an Interest Payment Date (other than Maturity)
is not a Business Day (as defined below), such Interest Payment Date shall be
postponed until the next following Business Day unless such following Business
Day falls in the next calendar month, in which case such Interest Payment Date
shall be the next preceding Business Day. If the Maturity is a day that is not
a Business Day, all payments to be made on such day shall be made on the next
succeeding Business Day with the same force and effect as if made on the due
date, and no additional interest shall be payable as a result of such delay in
payment. The period beginning on, and including May 11, 1998, and ending on,
but excluding, the first Interest Payment Date and each successive period
beginning on, and including, an Interest Payment Date and ending on, but
excluding, the next succeeding Interest Payment Date is herein called an
"Interest Period".
"Business Day" shall mean any day on which commercial banks and foreign
exchange markets are open for business, including dealings in deposits in U.S.
dollars, in New York and London.
Rate of Interest
The rate of interest payable from time to time in respect of the Notes (the
"Rate of Interest") will be a floating rate subject to adjustment on a
quarterly basis and determined by reference to LIBOR, determined as described
below, plus a spread of 0.10% per annum. All percentages resulting from any
calculation on the Notes will be rounded to the nearest one hundred-thousandth
of a percentage point, with five one millionths of a percentage point rounded
upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
.0987655)), and all dollar amounts used in or resulting from such calculation
on the Notes will be rounded to the nearest cent (with one-half cent being
rounded upward).
(i) At approximately 11:00 a.m. (London time) on the second day on which
commercial banks are open for business, including dealings in deposits in U.S.
dollars in London (or, for purposes of paragraph (iii) (B) below, New York),
prior to the commencement of the Interest Period for which such rate will
apply (each such day an "Interest Determination Date"), BTCo., London branch,
or its successor in this capacity (the "Calculation Agent") will calculate the
Rate of Interest for such Interest Period as, subject to the provisions
described below, the rate per annum equal to 0.10% above the rate appearing on
the Dow Jones Telerate Page 3750 (or such other page as may replace that page
on the Dow Jones Telerate Service) for three-month U.S. dollar deposits in the
London inter-bank market on such Interest Determination Date.
S-8
<PAGE>
(ii) If on any Interest Determination Date an appropriate rate cannot be
determined from the Dow Jones Telerate Service, the Rate of Interest for the
next Interest Period shall, subject to the provisions described below, be the
rate per annum that the Calculation Agent certifies to be 0.10% per annum
above the arithmetic mean of the offered quotations, as communicated to and at
the request of the Calculation Agent by not less than two major banks in
London selected by the Calculation Agent (the "Reference Banks," which
expression shall include any successors nominated by the Calculation Agent),
to leading banks in London by the principal London offices of the Reference
Banks for three-month U.S. dollar deposits in the London inter-bank market as
at 11:00 a.m. (London time) on such Interest Determination Date.
(iii) If on any Interest Determination Date fewer than two of such offered
rates are available, the Rate of Interest for the next Interest Period shall
be whichever is the higher of:
(A) the Rate of Interest in effect for the last preceding Interest Period
to which (i) or (ii) above shall have applied; and
(B) the Reserve Interest Rate. The "Reserve Interest Rate" shall be the
rate per annum which the Calculation Agent determines to be 0.10% per annum
above either (i) the arithmetic mean of the U.S. dollar offered rates which
at least two New York City banks selected by the Calculation Agent are or
were quoting, on the relevant Interest Determination Date, for three-month
deposits to the Reference Banks or those of them (being at least two in
number) to which such quotations are or were, in the opinion of the
Calculation Agent, being so made, or (ii) in the event that the Calculation
Agent can determine no such arithmetic mean, the arithmetic mean of the
U.S. dollar offered rates which at least two New York City banks selected
by the Calculation Agent are or were quoting on such Interest Determination
Date to leading European banks for a period of three months; provided,
however, that if the banks selected as aforesaid by the Calculation Agent
are not quoting as mentioned above, the Rate of Interest shall be the Rate
of Interest specified in (A) above.
Determination of Rate of Interest and Calculation of Interest Amount
The Calculation Agent shall, as soon as practicable after 11:00 a.m. (London
time) on each Interest Determination Date, determine the Rate of Interest and
calculate the amount of interest payable in respect of the following Interest
Period (the "Interest Amount"). The Interest Amount shall be calculated by
applying the Rate of Interest to the principal amount of each Note outstanding
at the commencement of the Interest Period, multiplying each such amount by
the actual number of days in the Interest Period concerned (which actual
number of days shall include the first day but exclude the last day of such
Interest Period) divided by 360 and rounding the resultant figure upwards to
the nearest cent (half a cent being rounded upwards). The determination of the
Rate of Interest and the Interest Amount by the Calculation Agent shall (in
the absence of wilful default, bad faith or manifest error) be final and
binding on all parties. Notwithstanding anything herein to the contrary, the
rate of interest on the Notes shall in no event be higher than the maximum
rate permitted by New York law, as the same may be modified by United States
law of general application.
Notification of Rate of Interest, Interest Amount and Interest Payment Date
The Calculation Agent shall cause the Rate of Interest, the Interest Amount
and the Interest Payment Date for each Interest Period to be notified to the
Trustee, the Principal Paying Agent, each of the paying agents appointed by
the Corporation in relation to the Notes (the "Paying Agents") and (so long as
the Notes are listed thereon and the rules of such Exchange so require) the
Luxembourg Stock Exchange and also to be notified to the Noteholders in the
manner set forth under "Notices," in each case as soon as possible after the
denomination thereof but in no event later than the second Business Day of the
relevant Interest Period. The Interest Amount and Interest Payment Date may
subsequently be amended without notice in the event of an extension or
shortening of such Interest Period.
Calculation Agent
The Corporation shall procure that, so long as any of the Notes remain
outstanding, there shall at all times be a Calculation Agent for the purpose
of the Notes. In the event of the Calculation Agent being unable or unwilling
to continue to act as the Calculation Agent or in the case of the Calculation
Agent failing duly to
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establish the Rate of Interest for any Interest Period, the Corporation shall
appoint some other leading bank engaged in the London inter-bank market to act
as such in its place. The Calculation Agent may not resign its duties without
a successor having been appointed as aforesaid.
Certificates to be Final
All certificates, communications, opinions, determinations, calculations,
quotations and decisions given, expressed, made or obtained for the purposes
of the provisions relating to the payment and calculation of interest on the
Notes, whether by the Reference Banks (or any of them) or the Calculation
Agent, shall (in the absence of wilful default, bad faith or manifest error)
be binding on the Corporation, the Calculation Agent and all of the
Noteholders and no liability shall (in the absence of wilful default, bad
faith or manifest error) attach to the Calculation Agent in connection with
the exercise or non-exercise by it of its powers, duties and discretions.
Interest to Cease to Accrue
Interest shall cease to accrue on any Note on the due date for redemption
thereof unless, upon presentation of such Note, payment of principal is
improperly withheld or refused, in which case, interest shall continue to
accrue.
BOOK-ENTRY, DELIVERY AND FORM
The Notes will be issued in the form of one or more fully registered global
securities (the "Global Notes") which will be deposited with, or on behalf of,
the Depository and registered in the name of Cede & Co., the Depository's
nominee. Beneficial interests in the Global Notes will be represented through
book-entry accounts of financial institutions acting on behalf of beneficial
owners as direct and indirect participants in the Depository. Investors may
elect to hold interests in the Global Notes through either the Depository (in
the United States) or Cedel Bank or Euroclear (in Europe) if they are
participants of such systems, or indirectly through organizations which are
participants in such systems. Cedel Bank and Euroclear will hold interests on
behalf of their participants through customers' securities accounts in Cedel
Bank's and Euroclear's names on the books of their respective depositaries,
which in turn will hold such interests in customers' securities accounts in
the depositaries' names on the books of the Depository. Citibank, N.A. will
act as depositary for Cedel Bank and The Chase Manhattan Bank, N.A. will act
as depositary for Euroclear (in such capacities, the "U.S. Depositaries").
Beneficial interests in the Global Notes will be held in denominations of
$1,000 and integral multiples thereof. Except as set forth below, the Global
Notes may be transferred, in whole and not in part, only to another nominee of
the Depository or to a successor of the Depository or its nominee.
Cedel Bank advises that it is incorporated under the laws of Luxembourg as a
professional depositary. Cedel Bank holds securities for its participating
organizations ("Cedel Participants") and facilitates the clearance and
settlement of securities transactions between Cedel Participants through
electronic book-entry changes in accounts of Cedel Participants, thereby
eliminating the need for physical movement of certificates. Cedel Bank
provides to Cedel Participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities
and securities lending and borrowing. Cedel Bank interfaces with domestic
markets in several countries. As a professional depositary, Cedel Bank is
subject to regulation by the Luxembourg Monetary Institute. Cedel Participants
are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations and may include the Underwriters.
Indirect access to Cedel Bank is also available to others, such as banks,
brokers, dealers and trust companies that clear through or maintain a
custodial relationship with a Cedel Participant either directly or indirectly.
Distributions with respect to the Notes held beneficially through Cedel Bank
will be credited to cash accounts of Cedel Participants in accordance with its
rules and procedures, to the extent received by the U.S. Depositary for Cedel
Bank.
Euroclear advises that it was created in 1968 to hold securities for
participants of Euroclear ("Euroclear Participants") and to clear and settle
transactions between Euroclear Participants through simultaneous electronic
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book-entry delivery against payment, thereby eliminating the need for physical
movement of certificates and any risk from lack of simultaneous transfers of
securities and cash. Euroclear includes various other services, including
securities lending and borrowing and interfaces with domestic markets in
several countries. Euroclear is operated by the Brussels, Belgium office of
Morgan Guaranty Trust Company of New York (the "Euroclear Operator"), under
contract with Euro-clear Clearance Systems S.C., a Belgian cooperative
corporation (the "Cooperative"). All operations are conducted by the Euroclear
Operator, and all Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for Euroclear on behalf of Euroclear
Participants. Euroclear Participants include banks (including central banks),
securities brokers and dealers and other professional financial intermediaries
and may include the Underwriters. Indirect access to Euroclear is also
available to other firms that clear through or maintain a custodial
relationship with a Euroclear Participant, either directly or indirectly.
The Euroclear Operator is the Belgian branch of a New York banking
corporation which is a member bank of the Federal Reserve System. As such, it
is regulated and examined by the Board of Governors of the Federal Reserve
System and the New York State Banking Department, as well as the Belgian
Banking Commission.
Securities clearance accounts and cash accounts with the Euroclear Operator
are governed by the Terms and Conditions Governing Use of Euroclear and the
related Operating Procedures of the Euroclear System, and applicable Belgian
law (collectively, the "Terms and Conditions"). The Terms and Conditions
govern transfers of securities and cash within Euroclear, withdrawals of
securities and cash from Euroclear, and receipts of payments with respect to
securities in Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific securities
clearance accounts. The Euroclear Operator acts under the Terms and Conditions
only on behalf of Euroclear Participants, and has no record of or relationship
with persons holding through Euroclear Participants.
Distributions with respect to Notes held beneficially through Euroclear will
be credited to the cash accounts of Euroclear Participants in accordance with
the Terms and Conditions, to the extent received by the U.S. Depositary for
Euroclear.
GLOBAL CLEARANCE AND SETTLEMENT PROCEDURES
Initial settlement for the Notes will be made in immediately available
funds. Secondary market trading between DTC Participants will occur in the
ordinary way in accordance with Depository rules and will be settled in
immediately available funds using the Depository's Same-Day Funds Settlement
System. Secondary market trading between Cedel Participants and/or Euroclear
Participants will occur in the ordinary way in accordance with the applicable
rules and operating procedures of Cedel Bank and Euroclear and will be settled
using the procedures applicable to conventional eurobonds in immediately
available funds.
Cross-market transfers between persons holding directly or indirectly
through the Depository on the one hand, and directly or indirectly through
Cedel Participants or Euroclear Participants, on the other, will be effected
in the Depository in accordance with the Depository rules on behalf of the
relevant European international clearing system by its U.S. Depositary;
however, such cross-market transactions will require delivery of instructions
to the relevant European international clearing system by the counterparty in
such system in accordance with its rules and procedures and within its
established deadlines (European time). The relevant European international
clearing system will, if the transaction meets its settlement requirements,
deliver instructions to its U.S. Depositary to take action to effect final
settlement on its behalf by delivering or receiving Notes in the Depository,
and making or receiving payment in accordance with normal procedures for same-
day funds settlement applicable to the Depository. Cedel Participants and
Euroclear Participants may not deliver instructions directly to their
respective U.S. Depositaries.
Because of time-zone differences, credits of Notes received in Cedel Bank or
Euroclear as a result of a transaction with a DTC Participant will be made
during subsequent securities settlement processing and dated the business day
following the Depository settlement date. Such credits or any transactions in
such Notes settled during such processing will be reported to the relevant
Euroclear or Cedel Participants on such business day. Cash received in Cedel
Bank or Euroclear as a result of sales of Notes by or through a Cedel
Participant or a
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Euroclear Participant to a DTC Participant will be received with value on the
Depository settlement date but will be available in the relevant Cedel Bank or
Euroclear cash account only as of the business day following settlement in the
Depository.
Although the Depository, Cedel Bank and Euroclear have agreed to the
foregoing procedures in order to facilitate transfers of Notes among
participants of the Depository, Cedel Bank and Euroclear, they are under no
obligation to perform or continue to perform such procedures and such
procedures may be discontinued at any time.
ADDITIONAL AMOUNTS
The Corporation will pay to any Noteholder who is a Non-United States Holder
(as defined in "Taxation--United States Taxation" below) such additional
amounts ("Additional Amounts") as may be necessary in order that the net
payment of the principal of and interest on such Note, after deduction or
withholding for or on account of any present or future tax, assessment or
governmental charge imposed upon, or as a result of, such payment by the
United States or any political subdivision or taxing authority thereof or
therein, will not be less than the amount provided for in such Note to be then
due and payable; however, the Corporation's obligation to pay Additional
Amounts will not apply in the case of:
(a) any tax, assessment or other governmental charge that would not have
been so imposed but for:
(i) the existence of any present or former connection between such
Noteholder (or between a fiduciary, settlor, shareholder, beneficiary
or member of such Noteholder, if such Noteholder is an estate, a trust,
a corporation or a partnership) and the United States, including,
without limitation, such Noteholder (or such fiduciary, settlor,
shareholder, beneficiary or member) being or having been a citizen or
resident or treated as a resident thereof, or being or having been
engaged in a trade or business or present therein, or having or having
had a permanent establishment therein; or
(ii) such Noteholder's present or former status as a personal holding
company, a foreign personal holding company, a passive foreign
investment company, or a controlled foreign corporation for United
States tax purposes, a corporation that accumulates earnings to avoid
United States federal income tax or as a private foundation or other
tax-exempt organization;
(b) any tax, assessment or other governmental charge imposed on amounts
received (i) by reason of such Noteholder's past or present status as the
actual or constructive owner of 10 percent or more of the total combined
voting power of all classes of stock of the Corporation entitled to vote,
or (ii) by a bank on extension of credit made pursuant to a loan agreement
entered into in the ordinary course of its trade or business;
(c) any tax, assessment or other governmental charge that would not have
been imposed but for the failure to comply with any certification,
identification or other reporting requirements concerning the nationality,
residence, identity or connection with the United States of the Noteholder
or beneficial owner of such Note if compliance is required by statute or by
regulation of the United States Treasury Department as a precondition to
exemption from such tax, assessment or other governmental charge;
(d) any estate, inheritance, gift, sales, transfer, personal property or
any similar tax, assessment or other governmental charge;
(e) any tax, assessment or other governmental charge that would not have
been so imposed but for the presentation by the Noteholder of such Note for
payment on a date more than 15 days after the date on which such payment
becomes due and payable or the date on which payment is duly provided for,
whichever occurs later;
(f) any tax, assessment or other governmental charge required to be
withheld by any Paying Agent from a payment on a Note, if such payment can
be made without such withholding by any other Paying Agent; or
(g) any tax, assessment or other governmental charge which is payable
otherwise than by deduction or withholding from payments on such Note;
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nor will Additional Amounts be paid with respect to any payment on any such
Note to any United States Alien who is a fiduciary or partnership or other
than the sole beneficial owner of any such payment to the extent that a
beneficiary or settlor with respect to such fiduciary, a member of such a
partnership or the beneficial owner would not have been entitled to the
Additional Amounts had such beneficiary, settlor, member or beneficial owner
been the Noteholder of such Note.
Except as specifically provided in the Notes or in the Indenture, the
Corporation shall not be required to make any payment with respect to any tax,
assessment or other governmental charge imposed by any government or any
political subdivision or taxing authority thereof or therein. Whenever the
provisions of the Notes refer to payment on, or in respect of, any Note, such
mention shall be deemed to include mention of the payment of Additional
Amounts provided for the Notes to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof pursuant to the
provisions of the Notes, and express mention of the payment of Additional
Amounts (if applicable) in any provisions of the Notes shall not be construed
as excluding Additional Amounts in those provisions of the Notes where such
express mention is not made.
REDEMPTION
The Notes will not be subject to any sinking fund.
The Notes may be redeemed, as a whole but not in part, at the option of the
Corporation, upon not more than 60 days' nor less than 30 days' prior notice
given as hereinafter provided (which notice shall be irrevocable), at a
redemption price equal to the principal together with interest accrued to the
date fixed for redemption, but only if, as a result of any amendment to, or
change in, the laws or regulations of the United States or any political
subdivision or taxing authority thereof or therein affecting taxation or any
amendment to or change in an official interpretation or application of such
laws or regulations, which amendment or change is effective on or after the
date of the Underwriting Agreement (as defined below), the Corporation will
become obligated to pay Additional Amounts on or prior to the Maturity
provided, however, that, (1) no such notice of redemption may be given earlier
than 90 days prior to the earliest date on which the Corporation would be
obligated to pay such Additional Amounts were a payment in respect of the
Notes then due, and (2) at the time such notice is given, such obligation to
pay such Additional Amounts or make such deduction or withholding remains in
effect. Immediately prior to the publication of any notice of redemption, the
Corporation shall deliver to the Trustee (i) a certificate stating that the
Corporation is entitled to effect such redemption and setting forth a
statement of facts showing that the conditions precedent to the right of the
Corporation so to redeem have occurred, and (ii) an opinion of legal counsel
(which may include internal counsel to the Corporation) to the effect that the
Corporation has or will become obligated to pay such Additional Amounts as a
result of such change or amendment.
If notice of redemption has been given in the manner set forth in the Notes
and summarized herein, and provided that the Corporation is then entitled to
redeem the Notes, the Notes so to be redeemed shall become due and payable on
the redemption date specified in such notice and upon presentation and
surrender of the Notes at the place or places specified in such notice. The
Notes shall be paid and redeemed by the Corporation at the places and in the
manner specified in the Notes, and at the redemption price therein specified.
If monies for the redemption of the Notes are not made available for payment
until after the redemption date, each Note called for redemption shall
continue to accrue interest, subject to the conditions set forth above, until
the actual redemption of such Note, and the redemption price shall be adjusted
accordingly; provided, however, that no Note shall continue to earn interest
beyond the day following that on which a notice has been provided to the
Noteholders by the Trustee to the effect that the necessary funds for
redemption have been provided to effect the redemption in accordance with the
terms of the Notes and the Indenture.
GOVERNING LAW
The Indenture provides and the Notes will provide that they shall be
governed by, and interpreted in accordance with, the law of the State of New
York.
NOTICES
So long as the Notes are represented by the Global Notes, notices to the
Noteholders may be given by delivery of the relevant notice to Euroclear and
Cedel Bank for communication by them to the relevant account
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holders and a common depositary; provided, however, that so long as the Notes
are listed on the Luxembourg Stock Exchange and the rules of such Exchange
shall so require, notice will also be given by publication in a daily
newspaper of general circulation in Luxembourg. Such publication is expected
to be, but need not be, made in the Luxemburger Wort. If there are any
definitive Notes outstanding, notice will be given in the manner specified
above and will also be given by publication in a leading daily newspaper in
the English language in London (or if not practical, elsewhere in Western
Europe). The term "daily newspaper" as used herein shall mean a newspaper
customarily published on each business day, whether or not it shall be
published in Saturday, Sunday or holiday editions. Such notices shall be
deemed to have been given on the date of such delivery or publication or, if
delivered or published on different dates, on the first day on which delivery
or publication shall have been made.
If by reason of the suspension of publication of any newspaper or by reason
of any other cause it shall be impracticable to give notice to the Noteholders
in the manner described above, then such notification in lieu thereof as shall
be made by the Corporation or by the Trustee on behalf of and at the
instruction of the Corporation shall constitute sufficient provision of such
notice. If such notification shall, so far as may be practicable, approximate
the terms and conditions of the publication in lieu of which it is given.
Neither the failure to give notice nor any defect in any notice given to any
particular Noteholder shall affect the sufficiency of any notice with respect
to other Notes. Such notices will be deemed to have been given on the date of
such publication, or if published in such newspapers on different dates, on
the date of the first such publication. Notices to redeem Notes shall specify
the date fixed for redemption, the place or places of payment, that payment
will be made upon presentation and surrender of the Notes to be redeemed, that
interest accrued to the date fixed for redemption (unless such date is an
Interest Payment Date) will be paid as specified in said notice, that on and
after said date interest thereon will cease to accrue. If the redemption is
pursuant to the provisions hereof relating to redemption permitted as a result
of the occurrence or satisfaction of any condition or conditions precedent
thereto, such notice shall also state that such condition or conditions
precedent have occurred or been satisfied and, if such provisions so require,
state that the Corporation has elected to redeem all the Notes.
USE OF PROCEEDS
The net proceeds from the sale of the Notes in the amount of approximately
$498,690,000 (before deducting certain expenses payable by the Corporation)
will be used for general corporate purposes, including investments in, or
extensions of credit to, the Corporation's subsidiaries. The precise amount
and timing of such investments in, or extensions of credit to, the
subsidiaries will depend on the subsidiaries' funding requirements and the
availability of other funds. Pending such applications, such net proceeds may
be temporarily invested or applied to the reduction of short-term
indebtedness.
TAXATION
UNITED STATES TAXATION
GENERAL
The following description describes the principal United States federal
income and estate tax consequences of the acquisition, ownership and
disposition of Notes by a Non-United States Holder. This description only
applies to initial purchasers who purchase the Notes at the initial issue
price and will hold the Notes as capital assets. It does not address aspects
of United States federal income taxation that may be relevant to a Noteholder
in light of its particular circumstances or to Noteholders subject to special
tax rules, such as insurance companies, tax-exempt organizations, banks,
dealers or traders in securities or currencies, Noteholders that will hold a
Note as part of a position in a "straddle" or as part of a "hedging,"
"conversion" or "integrated" transaction for United States federal income tax
purposes or Noteholders that have a "functional currency" other than the
United States dollar. Each prospective purchaser should consult its tax
advisor with respect to the United States federal, state, local and foreign
tax consequences of acquiring, holding and disposing of Notes.
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This summary is based on the Internal Revenue Code of 1986, as amended to
the date hereof (the "Code"), existing and proposed Treasury Regulations,
administrative pronouncements and judicial decisions, each as available and in
effect as of the date hereof, all of which are subject to change (possibly
with retroactive effect) or differing interpretations which could affect the
tax consequences described herein.
For purposes of this summary, a "Non-United States Holder" is a beneficial
owner of a Note that for United States federal income tax purposes is neither
(i) a citizen or resident of the United States; (ii) a corporation or
partnership organized in or under the laws of the United States or any State
thereof (including the District of Columbia); (iii) an estate the income of
which is subject to United States federal income taxation regardless of its
source; (iv) a trust (a) the administration over which a United States court
can exercise primary supervision and (b) all of the substantial decisions of
which one or more United States persons have the authority to control; nor (v)
is subject to United States federal income taxation on a net income basis with
respect to a Note. Notwithstanding the preceding sentence, to the extent
provided in Treasury Regulations, certain trusts in existence on August 20,
1996, and treated as United States persons prior to such date, that elect to
continue to be treated as United States persons also will not be considered
Non-United States Holders.
Under United States federal income and estate tax law as now in effect, (i)
payments of interest and principal on any Notes by the Corporation or any
paying agent to any Non-United States Holder (other than (a) a controlled
foreign corporation related to the Corporation by stock ownership, (b) a
shareholder owning actually or constructively ten percent or more of the total
combined voting power of all classes of stock of the Corporation entitled to
vote, or (c) a bank which acquired such Note in consideration of an extension
of credit made pursuant to a loan agreement entered into in the ordinary
course of business) will not be subject to United States withholding tax,
provided that valid certifications meeting the requirements of Section
871(h)(2)(B)(ii) or 881(c)(2)(B)(ii) of the Code (as discussed in "--Backup
Withholding Tax and Information Reporting") are received or an exemption is
otherwise established, subject to the discussion of backup withholding below;
(ii) any gain or income realized by any Non-United States Holder upon the
sale, exchange or redemption of any Note will not be subject to United States
withholding tax or income tax, subject to the discussion of backup withholding
below, provided that (a) such gain is not effectively connected with the
conduct by such Non-United States Holder of a trade or business in the United
States, or (b) in the case of any gain realized by an individual Non-United
States Holder, such holder is not present in the United States for 183 days or
more in the taxable year of such sale, exchange or redemption and certain
other conditions are met; and (iii) a Note that is held by an individual who
at the time of death is not a citizen or resident of the United States will
not be subject to United States federal estate tax as a result of such
individual's death, provided that such individual is not actually or
constructively a ten percent (or more) shareholder of the Corporation and, at
the time of such individual's death, payments of interest with respect to such
Note would not have been effectively connected with the conduct by such
individual of a trade or business in the United States.
BACKUP WITHHOLDING TAX AND INFORMATION REPORTING
Payments of interest and principal made to a Noteholder that is not a United
States person will not be subject to United States federal income tax
withholding, backup withholding or information reporting if an appropriate
certification (the "Ownership Certificate") is provided by the beneficial
owner or by a financial institution holding the Note on behalf of the
beneficial owner in the ordinary course of its trade or business to the United
States person otherwise required to withhold tax and such United States person
does not have actual knowledge that the Ownership Certificate is false. If
provided by a beneficial owner, the Ownership Certificate must give the name
and address of such owner, state that such owner is not a United States
person, or, in the case of an individual, that such person is neither a
citizen nor a resident of the United States, and be signed by the owner under
penalties of perjury. If provided by a financial institution, the Ownership
Certificate must state that the financial institution has received from the
beneficial owner the certificate set forth in the preceding sentence, set
forth the information contained in such certificate (and include a copy of
such certificate) and be signed by an authorized representative of the
financial institution under penalties of perjury. In addition, if such
principal or interest is paid to the beneficial owner of a Note by a foreign
office of a foreign custodian, foreign nominee or other foreign agent of such
beneficial owner, or if a foreign office of a foreign "broker" (as defined in
the applicable Treasury Regulations) pays the proceeds of the sale or
redemption of a Note to the seller thereof,
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backup withholding and information reporting will not apply to such payment
(provided that such nominee, custodian, agent or broker derives less than 50
percent of its gross income for certain periods from the conduct of a trade or
business in the United States and is not a controlled foreign corporation as
to the United States). Principal and interest so paid by a foreign office of
other custodians, nominees or agents, or the payment by a foreign office of
other brokers of the proceeds of the sale or redemption of a Note, will not be
subject to backup withholding, but will be subject to information reporting
unless the custodian, nominee, agent or broker has documentary evidence in its
records that the beneficial owner is not a United States person and certain
requirements are met, or the beneficial owner otherwise establishes an
exemption. Principal and interest so paid by the United States office of a
custodian, nominee or agent, or the payment of the proceeds of a sale or
redemption of a Note by the United States office of a broker, is subject to
both backup withholding and information reporting unless the beneficial owner
certifies its non-United States status under penalties of perjury or otherwise
establishes an exemption.
Treasury Regulations issued on October 6, 1997, and an Internal Revenue
Service (the "IRS") notice announcing revisions to such regulations (the
"Withholding Regulations"), would modify certain of the rules discussed above
generally with respect to payments on the Notes made after December 31, 1999
and provide alternative methods for establishing an exemption from United
States withholding tax. In particular, under the Withholding Regulations, the
furnishing to the IRS of the names of the beneficial owners of Notes that are
not United States persons and a copy of such beneficial owner's certificate by
a financial institution will not be required where the financial institution
is a qualified intermediary ("QI") which has entered into a withholding
agreement with the IRS pursuant to such Withholding Regulations. In the case
of payments to foreign partnerships (other than payments to foreign
partnerships that qualify as "withholding foreign partnerships" within the
meaning of such Withholding Regulations and payment to foreign partnerships
that are effectively connected with the conduct of a trade or business in the
United States), the partners of such partnerships will be required to provide
the certificate discussed above in order to establish an exemption from
withholding tax, backup withholding tax and information reporting
requirements. Moreover, a payor may rely on a certification provided by a
Noteholder that is a United States person only if such payor does not have
actual knowledge or a reason to know that any information or certification
stated in such certificate is unreliable. Further, if any such payments of
principal or interest with respect to a Note are made to the beneficial owner
thereof by the foreign office of a foreign custodian, foreign nominee or other
foreign agent of such beneficial owner, or the foreign office of a foreign
"broker" (as defined in applicable Treasury Regulations) pays the proceeds of
the sale or redemption of a Note to the seller thereof, backup withholding and
information reporting will not apply (provided that such nominee, custodian,
agent or broker (i) derives less than 50 percent of its gross income for
certain periods from the conduct of a trade or business in the United States,
(ii) is not a controlled foreign corporation, and (iii) is not a foreign
partnership (x) one or more of the partners of which, at any time during its
tax year, are U.S. persons (as defined in Treasury Regulations Section 1.1441-
1(c)(2)) who, in the aggregate hold more than 50 percent of the income or
capital interests in the partnership, or (y) which at any time during its tax
year, is engaged in the conduct of a trade or business in the United States).
Moreover, such payments of principal, or interest with respect to a Note so
made by the foreign offices of other custodians, nominees or agents, or the
payment by the foreign offices of other brokers of the proceeds of the sale or
redemption of a Note, will not be subject to backup withholding (unless the
payor has actual knowledge that the payee is a United States person), but will
be subject to information reporting unless the custodian, nominee, agent or
broker has documentary evidence in its records that the beneficial owner is
not a United States person and certain conditions are met, or the beneficial
owner otherwise establishes an exemption.
THE UNITED STATES FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY OR MAY NOT BE APPLICABLE DEPENDING UPON A
NOTEHOLDER'S PARTICULAR SITUATION. NOTEHOLDERS SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE OWNERSHIP AND
DISPOSITION OF THE NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL,
FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR
OTHER TAX LAWS.
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EXPERTS
The consolidated financial statements of the Corporation and its
subsidiaries as of and for the year ended December 31, 1997, included in the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1997,
have been incorporated by reference herein in reliance upon the report dated
January 22, 1998 of KPMG Peat Marwick LLP, independent auditors, also
incorporated by reference herein. The consolidated financial statements of the
Corporation as of December 31, 1996, and for the two-year period then ended
have been restated to reflect the combination of the Corporation and Alex.
Brown Incorporated ("ABI") on September 1, 1997, which combination was
accounted for as a pooling-of-interests. The combination of the Corporation
and ABI, as reflected in such consolidated financial statements, has also been
audited by KPMG Peat Marwick LLP as set forth in the aforementioned report.
The historical consolidated financial statements of the Corporation and its
subsidiaries as of December 31, 1996, and for the two-year period then ended,
prior to their restatement for the pooling of interests with ABI, have been
audited by Ernst & Young LLP, independent auditors, as stated in their report
dated January 23, 1997 (except for Note 28 as to which the date is March 6,
1997) incorporated herein by reference. The consolidated statements of
financial condition of ABI and subsidiaries as of December 31, 1996 and for
the two-year period then ended, have been audited by KPMG Peat Marwick LLP,
independent auditors, as set forth in their report dated January 20, 1997,
thereon and incorporated herein by reference. Such financial statements have
been incorporated herein by reference in reliance upon the respective reports
given upon the authority of such firms as experts in accounting and auditing.
VALIDITY OF NOTES
The validity of the Notes will be passed upon for the Corporation by Gordon
S. Calder, Jr., Esq., a Managing Director and Counsel of BTCo., and for the
Underwriters by White & Case LLP, New York, New York. White & Case LLP,
performs services for the Corporation from time to time. Mr. Calder has an
interest in a number of shares equal to less than 0.02% of the Corporation's
outstanding common stock.
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
dated April 24, 1998 (the "Underwriting Agreement") among the Corporation and
the Underwriters named below (the "Underwriters"), the Corporation has agreed
to sell to each of the Underwriters, and each of the Underwriters has
severally agreed to purchase from the Corporation, the aggregate principal
amount of Notes set forth opposite its name below.
<TABLE>
<CAPTION>
PRINCIPAL
UNDERWRITER AMOUNT
----------- ------------
<S> <C>
Morgan Stanley & Co. International Limited.................. $410,000,000
PaineWebber International (U.K.) Ltd........................ 20,000,000
ABN AMRO Bank N.V........................................... 10,000,000
BT Alex. Brown International
A division of Bankers Trust International PLC.............. 10,000,000
Bear, Stearns International Limited......................... 10,000,000
Creditanstalt AG............................................ 10,000,000
Credit Suisse First Boston (Europe) Limited................. 10,000,000
Merrill Lynch International................................. 10,000,000
Midland Bank plc............................................ 10,000,000
------------
$500,000,000
============
</TABLE>
The Underwriters have advised the Corporation that they propose to offer
some or all of the Notes to the public at the offering price set forth on the
cover page of this Prospectus Supplement. After the initial offering to the
public, the public offering price and other selling terms may be changed.
S-17
<PAGE>
The Underwriting Agreement provides that the Corporation will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all of the Notes if any are purchased.
Certain of the Underwriters and their affiliates engage from time to time in
general financing and banking transactions with, and serve as financial
advisors to, the Corporation and its affiliates.
BT Alex. Brown International, a division of Bankers Trust International PLC,
is a wholly-owned subsidiary of the Corporation. The offering of the Notes
will comply with the requirements of Rule 2720 of the Conduct Rules of the
National Association of Securities Dealers, Inc. (the "NASD") regarding an
NASD member firm's underwriting securities of an affiliate.
The NASD requires that sales to discretionary accounts will be made only
after the specific written approval of the customer is obtained.
Each Underwriter has represented and agreed that (a) it has not offered or
sold, and, prior to the expiration of the period of six months from the
closing date for the issue of the Notes, will not offer or sell any Notes to
persons in the United Kingdom, except to those persons whose ordinary
activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purpose of their businesses or
otherwise in circumstances which have not resulted and will not result in an
offer to the public in the United Kingdom within the meaning of the Public
Offers of Securities Regulations 1995, (b) it has complied and will comply
with all applicable provisions of the Financial Services Act 1986, with
respect to anything done by it in relation to the Notes in, from or otherwise
involving the United Kingdom, and (c) it has only issued or passed on and will
only issue or pass on in the United Kingdom any document received by it in
connection with the issue of the Notes to a person who is of a kind described
in Article 11(3) of the Financial Services Act 1986 (Investment
Advertisements) (Exemptions) Order 1996, as amended, or is a person to whom
the document may otherwise lawfully be issued or passed on.
Purchasers of the Notes may be required to pay stamp taxes and other charges
in accordance with the laws and practices of the country of purchase in
addition to the issue price set forth on the cover page hereof.
The Notes are a new issue of securities with no established trading market.
No assurance can be given as to the liquidity of the trading market for the
Notes.
In connection with the offering, the Underwriters may engage in transactions
that stabilize, maintain or otherwise affect the price of the Notes.
Specifically, the Underwriters may over-allot in connection with the offering,
creating a short position. In addition, the Underwriters may bid for, and
purchase, Notes in the open market to cover any short position or the
stabilize the price for the Notes. Any of those activities may stabilize or
maintain the market price of the Notes above independent market levels. The
Underwriters are not required to engage in these activities, and may end any
of these activities at any time.
S-18
<PAGE>
GENERAL INFORMATION
The issuance of the Notes was authorized by a resolution of the Price
Committee of the Corporation dated April 23, 1998.
The Notes have been accepted for clearance through Euroclear and Cedel Bank.
The Common Code is 8697230, the International Security Identification Number
(ISIN) is US066365DW41 and the CUSIP number is 066365DW4.
Application has been made to list the Notes on the Luxembourg Stock
Exchange. Prior to the listing, a legal notice relating to the Notes with the
Certificate of Incorporation and By-Laws of the Corporation will be registered
with the Greffier en Chef du Tribunal d'Arrondissement de et a Luxembourg,
where copies thereof may be obtained upon request.
As long as the Notes are listed in the Luxembourg Stock Exchange, the
Corporation will maintain a Paying Agent in Luxembourg. The Paying Agent
initially appointed in Luxembourg and the listing agent in Luxembourg is the
bank specified as such at the end of this document, which bank is an affiliate
of the Corporation.
As long as any Notes remain outstanding, copies of the Certificate of
Incorporation, as amended, By-Laws and most recent Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K of the
Corporation may be obtained during normal business hours on any weekday
(except Saturdays and public holidays) at the specified office of, or upon
written request to, the Fiscal and Principal Paying Agent and, as long as the
Notes are listed on the Luxembourg Stock Exchange and the rules of such
Exchange shall so require, at the office of the Paying Agent in Luxembourg. In
addition, a copy of the Indenture will be available for inspection at such
office during such hours.
Except as disclosed in this document, there has been no material adverse
change in the financial position of the Corporation since the date of the last
audited financial statements of the Corporation.
Various legal actions and proceedings involving the Corporation and various
subsidiaries are currently pending. Management, after discussions with
counsel, does not anticipate that losses, if any, resulting from such actions
and proceedings would be material.
S-19
<PAGE>
PROSPECTUS
U.S.$3,080,000,000
LOGO BANKERS TRUST NEW YORK CORPORATION
DEBT SECURITIES, COMMON STOCK, SERIES PREFERRED STOCK AND DEPOSITARY SHARES
Bankers Trust New York Corporation (the "Corporation") may offer from time to
time up to U.S.$3,080,000,000 aggregate initial offering price, or its
equivalent (based on the applicable exchange rate at the time of offering) in
such other currencies or currency units as shall be designated by the
Corporation at the time of offering, of one or more series of debt securities
(the "Debt Securities"), common stock, par value $1.00 per share (the "Common
Stock"), or one or more series of series preferred stock, without par value
(the "Series Preferred Stock"), interests in which may be represented by
depositary shares (the "Depositary Shares"). The Debt Securities may be senior
debt securities (the "Senior Debt Securities") or subordinated debt securities
(the "Subordinated Debt Securities"). Debt Securities, Common Stock, Series
Preferred Stock and Depositary Shares (collectively, the "Offered Securities")
will be offered on terms to be determined at the time of offering. If Debt
Securities are offered, the specific title, the aggregate principal amount, the
initial public offering or purchase price, the maturity date, the rate and time
of payment of any interest, any redemption provisions, any terms of conversion
or exchange and any other terms of the offering of such Debt Securities will be
set forth in the accompanying supplement to this Prospectus (the "Prospectus
Supplement"). If Common Stock is offered, the applicable Prospectus Supplement
will set forth the number of shares of Common Stock, the initial public
offering or purchase price and any other terms of the offering. If Series
Preferred Stock is offered, the applicable Prospectus Supplement will set forth
the specific title, aggregate number of shares of Series Preferred Stock and
aggregate number of related Depositary Shares, if any, any dividend,
liquidation, redemption, conversion, exchange, voting or other rights, the
initial public offering or purchase price and any other terms of the offering.
The Offered Securities may be sold either separately or together as units and
may be sold by the Corporation directly or through agents or dealers. In
addition, the Offered Securities may be sold to or through underwriting
syndicates led by one or more managing underwriters or through one or more
underwriters acting alone pursuant to offering terms fixed at the time of
offering. The agents and dealers or underwriters in connection with the sale of
any Offered Securities will be set forth in the applicable Prospectus
Supplement.
The Senior Debt Securities, when issued, will rank on a parity with all other
unsecured and unsubordinated indebtedness of the Corporation. The Subordinated
Debt Securities, when issued, will be unsecured and subordinated as described
herein under "Description of Offered Securities--Description of Debt
Securities--Subordination." Payment of the principal of the Subordinated Debt
Securities may be accelerated only in the case of certain events involving the
bankruptcy, insolvency or reorganization of the Corporation. There will be no
right of acceleration of payment of Subordinated Debt Securities in the case of
a default in the performance of any covenant of the Corporation, including the
payment of principal or interest. See "Description of Offered Securities--
Description of Debt Securities--Events of Default--Subordinated Debt
Securities."
----------------
THE OFFERED SECURITIES WILL NOT BE DEPOSITS OR OTHER OBLIGATIONS OF A
BANK AND WILL NOT BE INSURED BY THE FEDERAL DEPOSIT INSURANCE
CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------
Following the initial distribution of any Offered Securities, BT Alex. Brown
Incorporated ("BT Alex. Brown") and other affiliates of the Corporation may
offer and sell such securities in the course of their business as broker-
dealers. BT Alex. Brown and such other affiliates may act as principal or agent
in such transactions. This Prospectus and the applicable Prospectus Supplement
may be used by BT Alex. Brown and such other affiliates in connection with such
transactions. Such sales, if any, will be made at varying prices related to
prevailing market prices at the time of sale.
The date of this Prospectus is September 29, 1997.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Corporation can be inspected and
copied at the Commission's office at Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and the Commission's Regional Offices in New York
(Seven World Trade Center, Suite 1300, New York, New York 10048) and Chicago
(500 West Madison Street, Suite 1400, Chicago, Illinois 60661). Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The
Commission also maintains a site on the World Wide Web, the address of which is
http://www.sec.gov, that contains reports, proxy statements and other
information regarding issuers, such as the Corporation, that file
electronically with the Commission. In addition, such material can be inspected
at the office of the New York Stock Exchange, Inc., and the office of the
American Stock Exchange, Inc. on which certain securities of the Corporation
are listed. This Prospectus does not contain all of the information set forth
in the registration statement of which this Prospectus is a part (the
"Registration Statement"), which the Corporation has filed with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"), and to
which reference is hereby made, certain parts of which are omitted in
accordance with the rules and regulations of the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Corporation hereby incorporates by reference in this Prospectus the
following documents:
(a) The Corporation's Annual Report on Form 10-K (file number 1-5920) for
the year ended December 31, 1996, filed pursuant to Section 13 of the
Exchange Act;
(b) The Corporation's Quarterly Reports on Form 10-Q (file number 1-5920)
for the quarters ended March 31 and June 30, 1997, filed pursuant to
Section 13 of the Exchange Act;
(c) The Corporation'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 and September
12, 1997 pursuant to Section 13 of the Exchange Act; and
(d) The description of the Corporation's Common Stock and associated
Preferred Share 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 the Corporation pursuant to Section 13(a), 13(c), 14
or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Offered Securities shall be
deemed to be incorporated by reference into this Prospectus. In addition, all
documents filed by the Corporation pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of the initial Registration Statement
and prior to effectiveness of the Registration Statement shall be deemed to be
incorporated by reference into this Prospectus. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document that also is or is deemed to be incorporated by reference herein or in
any accompanying Prospectus Supplement modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
Any person to whom a copy of this Prospectus is delivered may obtain without
charge, upon written or oral request, a copy of any of the documents
incorporated by reference herein, except for the exhibits to such
2
<PAGE>
documents (unless such exhibits are specifically incorporated by reference into
such documents). Written requests should be mailed to the Office of the
Secretary, Bankers Trust New York Corporation, 130 Liberty Street, New York,
New York 10006. Telephone requests may be directed to (212) 250-2201.
CERTAIN PERSONS PARTICIPATING IN THIS OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE OFFERED
SECURITIES, INCLUDING OVER-ALLOTMENT, STABILIZING AND SHORT-COVERING
TRANSACTIONS IN SUCH SECURITIES, AND THE IMPOSITION OF A PENALTY BID, DURING
AND AFTER THE OFFERING. FOR A DESCRIPTION OF THESE ACTIVITIES, SEE "PLAN OF
DISTRIBUTION."
----------------
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS OR THE APPLICABLE PROSPECTUS SUPPLEMENT, IN CONNECTION WITH THE
OFFERING CONTAINED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
CORPORATION. THIS PROSPECTUS AND ANY ACCOMPANYING PROSPECTUS SUPPLEMENT DO NOT
CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE TO WHICH THEY RELATE OR
AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER WOULD BE
UNLAWFUL OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO. NEITHER THE DELIVERY OF THIS PROSPECTUS OR ANY ACCOMPANYING
PROSPECTUS SUPPLEMENT NOR ANY SALE MADE HEREUNDER OR THEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT INFORMATION HEREIN OR THEREIN IS
CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR THEREOF OR, IN THE CASE
OF INFORMATION INCORPORATED HEREIN OR THEREIN BY REFERENCE, THE DATE OF FILING
WITH THE COMMISSION.
3
<PAGE>
BANKERS TRUST NEW YORK CORPORATION
GENERAL
The Corporation is a bank holding company, incorporated under the laws of the
State of New York in 1965. At June 30, 1997, the Corporation had consolidated
total assets of $131.6 billion. The Corporation's principal banking subsidiary
is Bankers Trust Company ("Bankers"). Bankers, founded in 1903, is among the
largest commercial banks in New York City and the United States, based on
consolidated total assets. The Corporation concentrates its financial and
managerial resources on selected markets and services its clients by meeting
their needs for financing, advisory, processing and sophisticated risk
management solutions. The core organizational units of the Corporation are
Investment Banking, Risk Management Services, Trading & Sales, Investment
Management, Client Processing Services, Australia/New Zealand, Asia, Latin
America and Corporate. Among the institutional market segments served are
corporations, banks, other financial institutions, governments and agencies,
retirement plans, not-for-profit organizations, wealthy individuals,
foundations and private companies. Bankers originates loans and other forms of
credit, accepts deposits, arranges financings and provides numerous other
commercial banking and financial services. Bankers also provides a broad range
of financial advisory services to its clients and engages in the proprietary
trading of currencies, securities, derivatives and commodities.
The Corporation is a legal entity separate and distinct from its
subsidiaries, including Bankers. There are various legal limitations governing
the extent to which certain of the Corporation's subsidiaries may extend
credit, pay dividends or otherwise supply funds to, or engage in transactions
with, the Corporation or certain of its other subsidiaries. The rights of the
Corporation to participate in any distribution of assets of any subsidiary upon
its dissolution, winding-up, liquidation or reorganization or otherwise are
subject to the prior claims of creditors of that subsidiary, except to the
extent that the Corporation may itself be a creditor of that subsidiary and its
claims are recognized. Claims on the Corporation's subsidiaries by creditors
other than the Corporation include long-term debt and substantial obligations
with respect to deposit liabilities, trading liabilities, federal funds
purchased, securities loaned and securities sold under repurchase agreements
and commercial paper, as well as short-term borrowings and accounts payable.
The Corporation's principal executive offices are located at 130 Liberty
Street, New York, New York 10006 and its telephone number is (212) 250-2500.
RECENT DEVELOPMENTS
On September 1, 1997, the Corporation acquired Alex. Brown Incorporated
("ABI"), the parent of Alex. Brown & Sons Incorporated ("Alex. Brown"). The
acquisition was effected by the merger of ABI with and into a wholly owned
subsidiary of the Corporation, which subsidiary was then renamed BT Alex. Brown
Holdings Incorporated ("BT Alex. Brown Holdings"). The Corporation contributed
all the stock of BT Securities Corporation ("BT Securities"), the Corporation's
existing broker-dealer subsidiary, to BT Alex. Brown Holdings, which as a
result became the immediate parent of BT Securities. At the same time, Alex.
Brown was merged into BT Securities, which was then renamed "BT Alex. Brown
Incorporated." As a result of these transactions, BT Alex. Brown is a direct
wholly owned subsidiary of BT Alex. Brown Holdings and an indirect wholly owned
subsidiary of the Corporation, and combines the operations of BT Securities
with those of Alex. Brown. Because the merger was accounted for as a pooling-
of-interests, the Corporation's audited year-end 1996 historical financial
information and its unaudited first and second quarter 1997 historical
consolidated financial information has been restated to reflect the merger.
This restated supplemental financial information is set forth in the
Corporation's Current Report on Form 8-K filed on September 9, 1997.
4
<PAGE>
SUPPLEMENTAL CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------ JUNE 30,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.......... 1.48 1.77 1.32 1.12 1.27 1.34
Including Interest on Deposits.......... 1.31 1.53 1.24 1.09 1.20 1.24
</TABLE>
For purposes of computing these consolidated ratios, earnings represent
income before income taxes, cumulative effects of accounting changes and equity
in undistributed income of unconsolidated subsidiaries and affiliates, plus
fixed charges excluding capitalized interest. Fixed charges represent all
interest expense (ratios are presented both excluding and including interest on
deposits), the portion of net rental expense which is deemed representative of
the interest factor, the amortization of debt issuance expense and capitalized
interest.
SUPPLEMENTAL CONSOLIDATED RATIOS OF EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDEND REQUIREMENTS
<TABLE>
<CAPTION>
SIX MONTHS
YEAR ENDED DECEMBER 31, ENDED
------------------------ JUNE 30,
1992 1993 1994 1995 1996 1997
---- ---- ---- ---- ---- ----------
<S> <C> <C> <C> <C> <C> <C>
Excluding Interest on Deposits.......... 1.45 1.75 1.30 1.09 1.24 1.32
Including Interest on Deposits.......... 1.29 1.51 1.23 1.07 1.18 1.22
</TABLE>
For purposes of computing these consolidated ratios, earnings represent
income before income taxes, cumulative effects of accounting changes and equity
in undistributed income of unconsolidated subsidiaries and affiliates, plus
fixed charges excluding capitalized interest. Fixed charges represent all
interest expense (ratios are presented both excluding and including interest on
deposits), the portion of net rental expense which is deemed representative of
the interest factor, the amortization of debt issuance expense and capitalized
interest. Fixed charges are then combined with preferred stock dividend
requirements, adjusted to a pretax basis, on the outstanding preferred stock.
USE OF PROCEEDS
Unless otherwise indicated in the applicable Prospectus Supplement, the net
proceeds from the sale of the Offered Securities will be used for general
corporate purposes, including investments in, or extensions of credit to, the
Corporation's subsidiaries. Except as described in the applicable Prospectus
Supplement, specific allocations of the proceeds to such purposes have not been
made, although management will have determined at the date of the applicable
Prospectus Supplement that funds should be borrowed at that time. The precise
amount and timing of such investments in, or extensions of credit to,
subsidiaries will depend on the subsidiaries' funding requirements and the
availability of other funds. Pending such applications, such net proceeds may
be temporarily invested or applied to the reduction of short-term indebtedness.
DESCRIPTION OF OFFERED SECURITIES
DESCRIPTION OF DEBT SECURITIES
Senior Debt Securities may be issued from time to time in one or more series
under an Indenture, dated as of November 1, 1991, between the Corporation and
The Chase Manhattan Bank (formerly The Chase Manhattan Bank (National
Association)), as Trustee (the "Senior Trustee"), as amended (as so amended and
as further amended from time to time, the "Senior Indenture"). Subordinated
Debt Securities may be issued from time to time in one or more series under an
Indenture, dated as of April 1, 1992, between the
5
<PAGE>
Corporation and Marine Midland Bank (formerly Marine Midland Bank, N.A.) as
Trustee (the "Subordinated Trustee"), as amended (as so amended and as further
amended from time to time, the "Subordinated Indenture"). The Senior Indenture
and the Subordinated Indenture are referred to collectively as the
"Indentures," and the Senior Trustee and the Subordinated Trustee are referred
to collectively as the "Trustees." As used under this caption, unless the
context otherwise requires, "debt securities" in lower case refers to all debt
securities issued or issuable, as the case may be, under the Indentures, and
"Debt Securities" refers to the debt securities covered by this Prospectus and
any accompanying Prospectus Supplement.
The statements under this caption are brief summaries of certain provisions
contained in the Indentures, do not purport to be complete, and are qualified
in their entirety by reference to the Indentures, including the definitions
therein of certain terms, copies of which are filed or incorporated by
reference as exhibits to the Registration Statement of which this Prospectus is
a part. The Debt Securities may be offered alone or with other Offered
Securities.
General
Each Indenture provides for the issuance of debt securities in one or more
series, and does not limit the principal amount of debt securities that may be
issued thereunder.
Reference is made to the applicable Prospectus Supplement for the following
terms of the Debt Securities being offered hereby: (1) the specific title of
the Debt Securities; (2) whether the Debt Securities are Senior Debt Securities
or Subordinated Debt Securities; (3) the aggregate principal amount of the Debt
Securities; (4) the percentage of their principal amount at which the Debt
Securities will be issued; (5) the date on which the Debt Securities will
mature; (6) whether the Debt Securities will bear interest and, if so, the rate
or rates per annum or the method for determining the rate or rates at which the
Debt Securities will bear interest; (7) any index, security, commodity, group
of securities or commodities or formula used to determine the amount of
principal of, or premium, if any, and interest, if any, on, the Debt
Securities; (8) the time or times at which any such principal, premium or
interest will be payable; (9) any provisions relating to optional or mandatory
redemption of the Debt Securities; (10) the denominations in which the Debt
Securities are authorized to be issued; (11) the place or places at which, the
period or periods within which, the price or prices at which and the terms and
conditions, if any, upon which the Debt Securities may be exchanged for or
converted into other securities of the Corporation, including other Debt
Securities, Series Preferred Stock and Common Stock; (12) the currency or units
of two or more currencies in which the Debt Securities are denominated, if
other than U.S. dollars, and the currency or units of two or more currencies in
which interest is payable if other than the currency or unit of two or more
currencies in which the Debt Securities are denominated; (13) the place or
places at which the Corporation will make payments of principal, premium, if
any, and interest, if any, and the method of such payment; (14) whether the
Debt Securities will be issued, in whole or in part, in the form of one or more
Global Securities (as hereinafter defined) and, in such case, the depository
for such Global Security or Global Securities; (15) the person to whom any Debt
Security of such series will be payable, if other than the person in whose name
that Debt Security (or one or more Predecessor Securities (as defined in the
applicable Indenture)) is registered at the close of business on the Regular
Record Date (as defined in the applicable Indenture) for such interest; (16)
the extent to which, or the manner in which, any interest payable on a Global
Security on an Interest Payment Date (as defined in the applicable Indenture)
will be paid; (17) any additional covenants and Events of Default (as defined
in the applicable Indenture) and the remedies with respect thereto not set
forth in the applicable Indenture; and (18) any other specific terms of the
Debt Securities.
Subordination
Unless otherwise indicated in the applicable Prospectus Supplement, the
Subordinated Debt Securities will be subject to the subordination provisions
set forth in the Subordinated Indenture and described below.
The payment of the principal of, and premium, if any, and interest, if any,
on, the Subordinated Debt Securities will, to the extent set forth in the
Subordinated Indenture, be subordinated in right of payment to
6
<PAGE>
the prior payment in full of all Senior Indebtedness (as defined below). In
certain events of insolvency, the payment of the principal of, and premium, if
any, and interest, if any, on, the Subordinated Debt Securities will, to the
extent set forth in the Subordinated Indenture, also be effectively
subordinated in right of payment to the prior payment in full of all Other
Financial Obligations (as defined below). Upon any payment or distribution of
assets to creditors upon any liquidation, dissolution, winding up,
reorganization, assignment for the benefit of creditors, marshalling of assets
or any bankruptcy, insolvency or similar proceedings of the Corporation, the
holders of all Senior Indebtedness will first be entitled to receive payment in
full of all amounts due or to become due thereon before the holders of the
Subordinated Debt Securities will be entitled to receive any payment in respect
of the principal of, premium, if any, or interest, if any, on the Subordinated
Debt Securities. If upon any such payment or distribution of assets to
creditors, there remain, after giving effect to such subordination provisions
in favor of the holders of Senior Indebtedness, any amounts of cash, property
or securities available for payment or distribution in respect of Subordinated
Debt Securities ("Excess Proceeds") and if, at such time, any Entitled Persons
(as defined below) in respect of Other Financial Obligations have not received
payment in full of all amounts due or to become due on or in respect of such
Other Financial Obligations, then such Excess Proceeds will first be applied to
pay or provide for the payment in full of such Other Financial Obligations
before any payment or distribution may be made in respect of the Subordinated
Debt Securities. In the event of the acceleration of the maturity of any
Subordinated Debt Securities, the holders of all Senior Indebtedness will first
be entitled to receive payment in full of all amounts due thereon before the
holders of the Subordinated Debt Securities will be entitled to receive any
payment upon the principal of, premium, if any, or interest, if any, on the
Subordinated Debt Securities. No payments on account of principal of, or
premium, if any, or interest, if any, on, the Subordinated Debt Securities or
on account of the purchase or acquisition of Subordinated Debt Securities may
be made if there has occurred and is continuing a default in any payment with
respect to Senior Indebtedness, or if any judicial proceeding is pending with
respect to any such default.
By reason of such subordination in favor of the holders of Senior
Indebtedness, in the event of insolvency, creditors of the Corporation who hold
obligations other than Senior Indebtedness and the Subordinated Debt Securities
may recover less in respect of such obligations, ratably, than holders of
Senior Indebtedness and may recover more in respect of such obligations,
ratably, than the holders of the Subordinated Debt Securities. By reason of the
obligation of the holders of the Subordinated Debt Securities to pay over any
Excess Proceeds to Entitled Persons in respect of Other Financial Obligations,
in the event of insolvency, holders of Existing Subordinated Indebtedness (as
defined below) that are not required to pay over Excess Proceeds may recover
less, ratably, than Entitled Persons in respect of Other Financial Obligations
and may recover more, ratably, than the holders of Subordinated Debt
Securities.
"Senior Indebtedness" means, unless otherwise specified in the applicable
Prospectus Supplement, the principal of, and premium, if any, and interest
(including interest accruing subsequent to the commencement of any proceeding
for the bankruptcy or reorganization of the Corporation under any applicable
bankruptcy, insolvency or similar law now or hereafter in effect) on, (a) all
indebtedness for money borrowed, whether outstanding on the date of execution
of the Subordinated Indenture or thereafter created, assumed or incurred,
except such indebtedness as is by its terms expressly stated to be subordinate
in right of payment to, or to rank pari passu in right of payment with, the
Subordinated Debt Securities or any other obligation that ranks pari passu in
right of payment with the Subordinated Debt Securities, or is identified in a
Board Resolution (as defined in the Subordinated Indenture) or any indenture
supplemental to the Subordinated Indenture as being subordinate in right of
payment to, or as ranking pari passu in right of payment with, the Subordinated
Debt Securities or any other obligation that ranks pari passu in right of
payment with the Subordinated Debt Securities, and (b) any deferrals, renewals
or extensions of any such indebtedness for money borrowed; provided, however,
that Senior Indebtedness does not include (i) any obligations on account of
Existing Subordinated Indebtedness or (ii) any obligations as to which, in the
instrument creating or evidencing the same or pursuant to which the same is
outstanding, it is provided that such obligation is not Senior Indebtedness.
The term "indebtedness for money borrowed," when used with respect to the
Corporation, is defined to mean any obligation of, or any obligation guaranteed
by, the Corporation for the
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repayment of borrowed money, whether or not evidenced by bonds, debentures,
notes or other written instruments, and any deferred obligation for the payment
of the purchase price of property or assets.
"Existing Subordinated Indebtedness" means, unless otherwise specified in the
applicable Prospectus Supplement, the Corporation's Executive Convertible
Subordinated Debentures due 1997-2003, Zero Coupon Subordinated Yen Notes due
1998-2004, Subordinated Money Market Capital Notes, Series A, B and C due June
1999, 9.20% Subordinated Capital Notes due July 15, 1999, 9.50% Subordinated
Debentures due June 14, 2000, 5 3/4% Convertible Subordinated Debentures due
2001, 9.40% Subordinated Debentures due March 1, 2001, 9.00% Subordinated
Debentures due August 1, 2001, 7.50% Subordinated Debentures due January 15,
2002, 8 1/8% Subordinated Notes due 2002, 8 1/8% Subordinated Debentures due
May 15, 2002, 7 1/8% Subordinated Debentures due July 31, 2002, Subordinated
Floating Rate Notes due 2002, 7.25% Subordinated Debentures due January 15,
2003, Subordinated Constant Maturity Treasury Floating Rate Debentures due
2003, Subordinated LIBOR/CMT Floating Rate Debentures due 2003, Floating Rate
Subordinated Notes due 2004, 8 1/4% Subordinated Notes due 2005, Subordinated
Floating Rate Notes due 2005, Subordinated Yen Loan due 2005, 7 1/8%
Subordinated Notes due March 15, 2006, 6% Subordinated Notes due October 2008,
7 3/8% Subordinated Notes due 2008, 7 1/8% Subordinated Notes due 2010, 7 1/2%
Subordinated Notes due 2010, 7 1/4% Subordinated Notes due October 15, 2011,
7.75% Subordinated Notes due May 1, 2012, 7.15% Subordinated Notes due August
14, 2012, 7 1/2% Subordinated Notes due November 15, 2015, 6 1/8% Convertible
Capital Securities due June 2033 and 6.00% Convertible Capital Securities due
August 2033.
"Other Financial Obligations" means, unless otherwise specified in the
applicable Prospectus Supplement, all obligations of the Corporation to make
payment pursuant to the terms of financial instruments, such as (i) securities
contracts and foreign currency exchange contracts, (ii) derivative instruments,
such as swap agreements (including interest rate and foreign exchange rate swap
agreements), cap agreements, floor agreements, collar agreements, interest rate
agreements, foreign exchange rate agreements, options, commodity futures
contracts and commodity option contracts, and (iii) in the case of both (i) and
(ii) above, other similar financial instruments other than (A) obligations on
account of Senior Indebtedness and (B) obligations on account of indebtedness
for money borrowed ranking pari passu in right of payment with or subordinate
to the Subordinated Debt Securities. "Entitled Persons" means any person who is
entitled to payment pursuant to the terms of Other Financial Obligations.
The Corporation's obligations under the Subordinated Debt Securities will
rank pari passu in right of payment with each other and with the Existing
Subordinated Indebtedness, subject to the obligations of the holders of
Subordinated Debt Securities to pay over any Excess Proceeds to Entitled
Persons in respect of Other Financial Obligations as provided in the
Subordinated Indenture.
As of June 30, 1997, Senior Indebtedness and Other Financial Obligations of
the Corporation aggregated approximately $16.2 billion.
The Subordinated Indenture does not limit or prohibit the incurrence of
additional Senior Indebtedness and Other Financial Obligations, which may
include indebtedness that is senior to the Subordinated Debt Securities but
subordinate to other obligations of the Corporation, including obligations of
the Corporation in respect of Senior Indebtedness and Other Financial
Obligations.
Form, Exchange, Registration and Transfer
Debt Securities of a series may be issuable in certificated or global form.
Debt Securities may be presented for registration of transfer (with the form of
transfer endorsed thereon duly executed) at the office of the Security
Registrar (as defined in the applicable Indenture), or at the office of any
transfer agent designated by the Corporation for such purpose with respect to
any series of Debt Securities and referred to in the applicable Prospectus
Supplement, without service charge and upon payment of any taxes and other
governmental charges as described in the applicable Indenture. Such transfer or
exchange will be effected upon the Security Registrar or such transfer agent,
as the case may be, being satisfied with the documents of title and identity of
the person making the request. The Corporation has appointed Bankers as
Security Registrar with respect
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to both the Senior Debt Securities and the Subordinated Debt Securities. If the
applicable Prospectus Supplement refers to any transfer agents (in addition to
the Security Registrar) initially designated by the Corporation with respect to
any series of Debt Securities, the Corporation may at any time rescind the
designation of any such transfer agent or approve a change in the location
through which any such transfer agent acts, except that the Corporation will be
required to maintain a transfer agent in each Place of Payment (as defined in
the applicable Indenture) for such series. The Corporation may at any time
designate additional transfer agents with respect to any series of Debt
Securities.
In the event of any redemption in part, the Corporation will not be required
to (i) issue, register the transfer of or exchange any Debt Security during a
period beginning at the opening of business 15 days before the day of mailing
of a notice of redemption of Debt Securities of like tenor and of the series of
which such Debt Security is a part, and ending at the close of business on the
earliest date in which the relevant notice of redemption is deemed to have been
given to all holders of Debt Securities of like tenor and of such series to be
redeemed and (ii) register the transfer of or exchange any Debt Security so
selected for redemption, in whole or in part, except the unredeemed portion of
any Debt Security being redeemed in part.
Payment and Paying Agents
Unless otherwise indicated in the applicable Prospectus Supplement, payment
of principal of and premium, if any, on any Debt Security will be made only
against surrender to the Paying Agent (as defined in the applicable Indenture)
in respect of such Debt Security. Unless otherwise indicated in the applicable
Prospectus Supplement, principal of, and premium, if any, and interest, if any,
on, Debt Securities will be payable, subject to any applicable laws and
regulations, at the office of such Paying Agent or Paying Agents as the
Corporation may designate from time to time, except that at the option of the
Corporation payment of any interest may be made by check mailed to the address
of the person entitled thereto as such address appears in the Security Register
(as defined in the applicable Indenture) with respect to such Debt Securities.
Unless otherwise indicated in the applicable Prospectus Supplement, payment of
interest on a Debt Security on any Interest Payment Date will be made to the
person in whose name such Debt Security (or any Predecessor Security) is
registered at the close of business on the Regular Record Date for such
interest.
Unless otherwise indicated in the applicable Prospectus Supplement, the
Corporate Trust Office (as defined in the applicable Indenture) of Bankers in
The City of New York will be designated as the Corporation's sole Paying Agent
for payments with respect to Debt Securities of each series. Any Paying Agents
outside the United States and any other Paying Agents in the United States
initially designated by the Corporation for the Debt Securities of any series
will be named in the applicable Prospectus Supplement. The Corporation may at
any time designate additional Paying Agents or rescind the designation of any
Paying Agent or approve a change in the office through which any Paying Agent
acts, except that the Corporation will be required to maintain a Paying Agent
in each Place of Payment for each series of Debt Securities.
All moneys paid by the Corporation to a Paying Agent for the payment of the
principal of, or premium, if any, or interest, if any, on, any Debt Security of
any series and that remain unclaimed at the end of two years after such
principal, premium or interest has become due and payable will be repaid to the
Corporation and the holder of such Debt Security must thereafter look only to
the Corporation for payment of such amounts.
Modification of the Indentures
Each Indenture contains provisions that permit the Corporation and the
applicable Trustee, with the consent of the holders of not less than 66 2/3% in
principal amount of the debt securities that are affected by the modification,
to modify the particular Indenture or any supplemental indenture or the rights
of the
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holders of the debt securities issued under such Indenture. However, no such
modification may, without the consent of the holder of each outstanding debt
security affected thereby, (a) change the stated maturity date of the principal
of, or any installment of principal of or interest, if any, on, any such debt
security, (b) reduce the principal amount of, or premium, if any, or rate of
interest, if any, on, any such debt security, (c) reduce the amount of
principal of an original issue discount debt security payable upon acceleration
of the maturity thereof, (d) change the place or currency of payment of
principal of, or premium, if any, or interest, if any, on, any such debt
security, (e) impair the right to institute suit for the enforcement of any
payment on or with respect to any such debt security, or (f) reduce the
percentage in principal amount of debt securities of any series then
Outstanding (as defined in such Indenture), the consent of whose holders is
required for modification or amendment of such Indenture or for waiver of
compliance with certain provisions of such Indenture or for waiver of certain
defaults.
Events of Default
Senior Debt Securities. An Event of Default with respect to Senior Debt
Securities of any series is defined in the Senior Indenture as being: default
for 30 days in payment of any interest on Senior Debt Securities of such
series; default in payment of principal of, or premium, if any, on, Senior Debt
Securities of such series; default for 30 days in payment of any mandatory
sinking fund payment required by the Senior Debt Securities of such series;
default for 90 days after notice in performance of any other covenant in the
Senior Debt Securities of such series or in the Senior Indenture; or certain
events of bankruptcy, insolvency or reorganization. If an Event of Default with
respect to Senior Debt Securities of any series occurs and is continuing, the
Senior Trustee or the holders of not less than 25% in aggregate principal
amount of the Senior Debt Securities of such series then Outstanding may
declare the principal of all such Senior Debt Securities to be due and payable
immediately. The Corporation is required to furnish to the Senior Trustee
annually a statement as to the performance by the Corporation of its
obligations under the Senior Indenture and as to any default in such
performance. Under certain circumstances, any declaration of acceleration with
respect to Senior Debt Securities of any series may be rescinded and past
defaults (except, unless theretofore cured, a default in the payment of
principal of, or premium, if any, or interest, if any, on, such Senior Debt
Securities) may be waived by the holders of a majority in aggregate principal
amount of the Senior Debt Securities of such series then Outstanding. The
Senior Trustee may withhold notice to the holders of the Senior Debt Securities
of any series of any continuing default (except in the payment of the principal
of, or premium, if any, or interest, if any, on, any Senior Debt Securities of
such series or in the payment of any sinking or purchase fund installment) if
the Senior Trustee considers it in the interest of the holders of such series
of Senior Debt Securities to do so.
Subordinated Debt Securities. An Event of Default with respect to
Subordinated Debt Securities of any series is defined in the Subordinated
Indenture as being certain events involving a bankruptcy, insolvency or
reorganization of the Corporation. If an Event of Default with respect to
Subordinated Debt Securities of any series occurs and is continuing, the
Subordinated Trustee or the holders of not less than 25% in aggregate principal
amount of the Subordinated Debt Securities of such series then Outstanding may
declare the principal of such Subordinated Debt Securities to be due and
payable immediately. The Corporation is required to furnish to the Subordinated
Trustee annually a statement as to the performance by the Corporation of its
obligations under the Subordinated Indenture and as to any default in such
performance. Under certain circumstances, any declaration of acceleration with
respect to Subordinated Debt Securities of any series may be rescinded and past
defaults (except, unless theretofore cured, a default in the payment of
principal of, or premium, if any, or interest, if any, on, such Subordinated
Debt Securities) may be waived by the holders of a majority in aggregate
principal amount of the Subordinated Debt Securities of such series then
Outstanding. The Subordinated Trustee may withhold notice to the holders of the
Subordinated Debt Securities of any series of any continuing default (except in
the payment of the principal of, or premium, if any, or interest, if any, on
any Subordinated Debt Securities of such series or in the payment of any
sinking or purchase fund installment) if the Subordinated Trustee considers it
in the interest of the holders of such series of Subordinated Debt Securities
to do so.
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The Subordinated Indenture does not provide for any right of acceleration of
the payment of the principal of a series of Subordinated Debt Securities upon a
default in the payment of principal, premium, if any, or interest, if any, or a
default in the performance of any covenant or agreement in the Subordinated
Debt Securities of the particular series or in the Subordinated Indenture. In
the event of a default in the payment of principal, premium, if any, or
interest, if any, the holder of a Subordinated Debt Security (or the
Subordinated Trustee on behalf of the holders of all of the series of
Subordinated Debt Securities affected) may, subject to certain limitations and
conditions, seek to enforce payment of such principal, premium, if any, or
interest, if any.
Consolidation, Merger, Sale or Conveyance
The Corporation has covenanted in the Indentures that it will not merge or
consolidate with any other corporation or sell or convey all or substantially
all of its assets to any person, firm or corporation unless the Corporation is
the continuing corporation, or the successor corporation is a corporation
organized under the laws of the United States of America or a state thereof and
such corporation expressly assumes the obligations of the Corporation under any
Outstanding Debt Securities and the respective Indentures and the Corporation
or such successor corporation is not, immediately after such merger,
consolidation, sale or conveyance, in default in the performance of any of the
covenants or conditions of the respective Indentures. The Indentures do not
contain any other covenant that restricts the Corporation's ability to merge or
consolidate with any other corporation, sell or convey all or substantially all
of its assets to any person, firm or corporation or otherwise engage in
restructuring transactions. Further, the Indentures do not contain any
provisions that would provide protection to holders of Debt Securities against
a sudden and dramatic decline in credit quality resulting from a takeover,
recapitalization or similar restructuring of the Corporation.
Title
The Corporation, the applicable Trustee and any agent of the Corporation or
the applicable Trustee may treat the registered owner of any Debt Security as
the absolute owner thereof (whether or not such Debt Security is overdue and
notwithstanding any notice to the contrary) for the purpose of making payment
and for all other purposes.
Replacement of Debt Securities
Any mutilated Debt Security will be replaced by the Corporation at the
expense of the holder upon surrender of such Debt Security to the applicable
Trustee. Debt Securities that are destroyed, lost or stolen will be replaced by
the Corporation at the expense of the holder upon delivery to the applicable
Trustee of evidence of such destruction, loss or theft satisfactory to the
Corporation and the applicable Trustee. In the case of a destroyed, lost or
stolen Debt Security, an indemnity satisfactory to the applicable Trustee and
the Corporation may be required at the expense of the holder of such Debt
Security before a replacement Debt Security will be issued.
Governing Law
The Indentures and the Debt Securities will be governed by, and construed in
accordance with, the laws of the State of New York.
Information Concerning the Trustees
Subject to the provisions of the applicable Indenture relating to its duties,
neither Trustee will be under any obligation to exercise any of its rights or
powers under such Indenture at the request, order or direction of any of the
holders of Debt Securities issued thereunder unless such holders have offered
reasonable indemnity to such Trustee. Subject to such provision for
indemnification, the holders of a majority in principal amount of the debt
securities then outstanding thereunder will have the right to direct the time,
method and
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place of conducting any proceeding for any remedy available to the applicable
Trustee under the applicable Indenture, or exercising any trust or power
conferred on such Trustee.
Senior Trustee. Bankers serves as trustee under various indentures for The
Chase Manhattan Corporation, parent company of the Senior Trustee. The Senior
Trustee also serves as trustee under another indenture with the Corporation
relating to other issues of its debt securities. In addition, the Corporation
and Bankers have other relationships arising in the ordinary course of business
with the Senior Trustee.
Subordinated Trustee. Bankers serves as trustee under various indentures for
affiliates of the Subordinated Trustee. In addition, the Corporation and
Bankers have other relationships arising in the ordinary course of business
with the Subordinated Trustee.
DESCRIPTION OF COMMON STOCK
The statements under this caption are brief summaries of certain provisions
contained in the Restated Certificate of Incorporation, as amended, of the
Corporation (the "Certificate of Incorporation"), the By-Laws of the
Corporation (the "By-Laws"), and the Rights Agreement, dated as of February 22,
1988 (the "Rights Agreement"), between the Corporation and Harris Trust Company
of New York, as Rights Agent, as successor to Morgan Shareholders Services
Trust Company, do not purport to be complete, and are qualified in their
entirety by reference to the Certificate of Incorporation, the By-Laws and the
Rights Agreement, copies of which are filed or incorporated by reference as
exhibits to the Registration Statement of which this Prospectus is a part. The
Common Stock may be offered alone or with other Offered Securities.
The Common Stock
Subject to the rights of holders of the Corporation's preferred stock,
holders of Common Stock are entitled to receive dividends when, as and if
declared by the Board of Directors of the Corporation out of any funds legally
available therefor, and are entitled upon liquidation, dissolution or winding
up, after claims of creditors, to receive pro rata the net assets of the
Corporation. The holders of the Common Stock are entitled to one vote for each
share held and are vested with all of the voting power except to the extent
that the Board of Directors provides voting rights with respect to any series
of preferred stock.
Holders of shares of Common Stock have non-cumulative voting rights, which
means that the holders of more than 50% of the shares voting for the election
of directors can elect 100% of the directors if they choose to do so, and, in
such event, the holders of the remaining fewer than 50% of the shares voting
for the election of directors will not be able to elect any person or persons
to the Board of Directors. The Common Stock does not have any sinking fund,
conversion or redemption provisions and does not carry preemptive rights.
Harris Trust Company of New York is the Transfer Agent and Registrar of the
Common Stock of the Corporation. The Common Stock is listed on the New York
Stock Exchange and The International Stock Exchange of the United Kingdom and
the Republic of Ireland Limited.
Preferred Share Purchase Rights
On February 16, 1988, the Board of Directors of the Corporation declared a
dividend distribution of one Preferred Share Purchase Right (a "Right") for
each share of Common Stock held, payable February 26, 1988 to shareholders of
record on that date. Rights also automatically attach to each share of Common
Stock issued after February 26, 1988. The Rights are issued pursuant to the
Rights Agreement.
Each Right entitles the record holder to purchase from the Corporation a
1/100th interest in a share of the Corporation's Series C Junior Participating
Preferred Stock at an exercise price of $140, subject to certain
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adjustments. The Rights will not be exercisable or transferable apart from the
Common Stock until the tenth day after either a public announcement that a
person or group has acquired beneficial ownership of 20% or more of the Common
Stock or the announcement or commencement of a tender offer for 20% or more of
the Common Stock. If the Corporation is acquired or 50% or more of its
consolidated assets or earning power are sold, each holder of a Right will have
the right to receive, upon exercise at the then current exercise price of the
Right, that number of shares of common stock of the acquiring company having a
market value of two times the exercise price of the Right. If any person
becomes an Acquiring Person (as defined in the Rights Agreement) (unless such
person first acquires 20% or more of the outstanding Common Stock by a purchase
pursuant to a tender offer for all of the Common Stock for cash, which purchase
increases such person's beneficial ownership to 80% or more of the outstanding
Common Stock), each holder of a Right other than Rights beneficially owned by
the Acquiring Person (which will be void) will have the right to receive upon
exercise that number of shares of Common Stock having a market value of two
times the exercise price of the Right. The Rights will expire on February 26,
1998, but may be redeemed for $0.01 per Right at any time before a person or
group acquires the beneficial ownership of 20% or more of the Common Stock.
Until a Right is exercised, the holder has no rights as a shareholder of the
Corporation.
After the acquisition by a person or group of beneficial ownership of 20% or
more of the outstanding Common Stock and prior to the acquisition by such
person or group of 50% or more of the outstanding Common Stock, the Board of
Directors of the Corporation may exchange the Rights (other than Rights owned
by such person or group), in whole or in part, at an exchange ratio of one
share of Common Stock, or a 1/100th interest in a share of Series C Junior
Participating Preferred Stock (or a share of a class or series of the
Corporation's preferred stock having equivalent rights, preferences and
privileges), per Right (subject to adjustment).
If issued, each share of Series C Junior Participating Preferred Stock will
be entitled, subject to adjustment, to (i) a quarterly dividend of the greater
of $1 per share or 100 times the quarterly dividend declared on each share of
Common Stock, (ii) in the event of liquidation, dissolution or winding up, a
preferential liquidation payment of the greater of $100 per share or 100 times
the liquidation payment made per share of Common Stock, and (iii) 100 votes per
share voting together with the holders of the Corporation's Common Stock on all
matters.
Under certain conditions, the Rights will also be redeemed in connection with
an acquisition of all of the Corporation's Common Stock for cash in a
transaction approved by the Corporation's shareholders. Subject to certain
specified conditions, a special meeting of the Corporation's shareholders to
vote on such a transaction will be called upon the request of a potential
acquiror.
DESCRIPTION OF SERIES PREFERRED STOCK
The Corporation is authorized to issue up to 10,000,000 shares of Series
Preferred Stock. All shares of Series Preferred Stock, irrespective of series,
constitute one and the same class. See "Description of the Corporation's
Capital Stock" below. The following description of the terms of the Series
Preferred Stock sets forth certain general terms and provisions of the Series
Preferred Stock to which any Prospectus Supplement may relate. Certain terms of
any series of Series Preferred Stock will be described in the applicable
Prospectus Supplement. If so indicated in the applicable Prospectus Supplement,
the terms of any such series may differ from the terms set forth below.
The statements under this caption are brief summaries of certain provisions
contained in the Certificate of Incorporation, the By-Laws and the certificate
of amendment to the Certificate of Incorporation relating to a particular
series of Series Preferred Stock (a "Certificate of Amendment"), do not purport
to be complete, and are qualified in their entirety by reference to the
Certificate of Incorporation and the By-Laws, copies of which are filed or
incorporated by reference as exhibits to the Registration Statement of which
this Prospectus is a part, and the applicable Certificate of Amendment, which
will be filed by the Corporation as an exhibit
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to the Registration Statement at or about the time of the sale of the
applicable series of Series Preferred Stock. The Preferred Stock may be offered
alone or with other Offered Securities.
General
Upon issuance, the Series Preferred Stock has preference over the Common
Stock with respect to the payment of dividends and the distribution of assets
in the event of liquidation, dissolution or winding up of the Corporation and
such other rights, preferences and limitations as may be fixed by the Board of
Directors. Dividend provisions, liquidation preferences, voting rights, if any,
sinking fund and redemption provisions, if any, and conversion and exchange
provisions, if any, with respect to each series of Series Preferred Stock also
will be fixed by the Board of Directors.
The Board of Directors is authorized to establish and designate series and to
fix the number of shares and the relative rights, preferences and limitations
of the respective series of the Series Preferred Stock. The terms of a
particular series of Series Preferred Stock may differ, among other things, in
(1) the number of shares that constitute such series, (2) the dividend rate (or
the method of calculation) on the shares of such series, and whether such
dividends are cumulative, (3) whether or not the shares of the series shall be
redeemable and the terms thereof, (4) whether or not the shares of the series
shall be convertible into, or exchangeable for, Common Stock or other Series
Preferred Stock of the Corporation and the terms thereof, (5) the amount per
share payable on the shares of the series in case of liquidation, dissolution
or winding up of the Corporation, (6) the terms of voting rights, if any, of
shares of the series, and (7) the other rights and privileges and any
qualifications, limitations or restrictions of such rights or privileges of
such series. Unless otherwise specifically set forth in the applicable
Prospectus Supplement, all shares of Series Preferred Stock shall be of equal
rank, preference and priority as to dividends; when the stated dividends on any
series are not paid in full, the shares of all series of the Series Preferred
Stock will share ratably in any dividend payment that is made; and upon
liquidation, dissolution or winding up, if assets are insufficient to pay in
full all Series Preferred Stock, then such assets are to be distributed among
the holders ratably.
As described under "--Description of Depositary Shares" below, the
Corporation may, at its option, elect to offer Depositary Shares evidenced by
Depositary Receipts (as defined below), each representing a fraction (to be
specified in the applicable Prospectus Supplement) of a share of the particular
series of Series Preferred Stock issued and deposited with a depositary, in
lieu of offering full shares of such series of the Series Preferred Stock.
Dividend Rights
The holders of the Series Preferred Stock will be entitled to receive, but
only when, as and if declared by the Board of Directors out of funds legally
available for that purpose, cash dividends at the rates and on the dates set
forth in the Prospectus Supplement relating to a particular series of Series
Preferred Stock, and no more (each date of such payment, a "Dividend Payment
Date"). Such rate may be fixed or variable, as set forth in the applicable
Prospectus Supplement. Each such dividend will be payable to the holders of
record of the shares of such series as they appear on the stock books of the
Corporation (or, if applicable, the records of the Depositary referred to below
under "--Description of Depositary Shares") on such record dates as are fixed
by the Board of Directors of the Corporation or a duly authorized committee
thereof. Unless otherwise specified in the applicable Prospectus Supplement,
dividends payable on any series of Series Preferred Stock for any period less
than a full quarter will be computed on the basis of the actual number of days
elapsed over a 360-day year, and for a period of a full quarter will be
computed on the basis of a 360-day year consisting of twelve 30-day months.
Unless otherwise specified in the applicable Prospectus Supplement, such
dividends will be payable from, and will be cumulative from, the date of
original issue of each share, so that if in the period between any two Dividend
Payment Dates (a "dividend period") dividends at the rate or rates as described
in the applicable Prospectus Supplement are not declared and paid or set apart
for payment on all outstanding shares of Series Preferred Stock for such
dividend period and all preceding dividend periods from and after the first day
from which dividends are cumulative, then the aggregate deficiency must be
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declared and fully paid or set apart for payment, but without interest, before
any dividends may be declared or paid or set apart for payment on the Common
Stock. The cutting-off of dividends on Common Stock until the arrearages have
been paid or provided for, as outlined above, and such rights, if any, to vote
for the election of directors as may be set forth in the applicable Prospectus
Supplement, will be the only consequences of the failure to declare or pay
dividends on the Series Preferred Stock. After payment in full of all dividend
arrearages on the Series Preferred Stock, dividends on the Common Stock may be
declared and paid out of funds legally available for that purpose as the Board
of Directors may determine.
Each series of Series Preferred Stock will be entitled to dividends as
described in the applicable Prospectus Supplement. Different series of Series
Preferred Stock may be entitled to dividends at different dividend rates or
based upon different methods of determination.
Optional Redemption
The Corporation may, at its option, at any time or from time to time on not
less than 30 and not more than 60 days' notice, redeem one or more series of
Series Preferred Stock, in whole or in part, at the redemption prices and on
the dates set forth in the applicable Prospectus Supplement.
Any optional redemption by the Corporation will be made only with the
approval of the appropriate bank regulatory authorities unless at the time of
redemption such approval is not required. At the date of this Prospectus, the
regulations of the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board") require that the optional redemption of any series of
Series Preferred Stock, if such series is to be treated as tier 1 capital of
the Corporation, be subject to the prior approval of the Federal Reserve Board.
If less than all the outstanding shares of a series of Series Preferred Stock
are to be redeemed, the selection of the shares to be redeemed will be
determined by lot or pro rata as may be determined by the Board of Directors of
the Corporation or by any other method that the Board of Directors may
determine to be equitable, unless otherwise specified in the applicable
Prospectus Supplement. From and after the redemption date (unless default is
made by the Corporation in providing for the payment of the redemption price),
dividends will cease to accrue on the shares of Series Preferred Stock called
for redemption and all rights of the holders thereof (except the right to
receive the redemption price) will cease.
At the option of the Corporation, shares of Series Preferred Stock redeemed
or otherwise acquired by the Corporation may be restored to the status of
authorized but unissued shares of Series Preferred Stock.
Conversion or Exchange
The holders of shares of any series of Series Preferred Stock will have such
rights, if any, to convert such shares into, or to exchange such shares for,
cash, shares of Common Stock or shares of any other series of Series Preferred
Stock of the Corporation, as may be set forth in the applicable Prospectus
Supplement.
Voting Rights
Except as indicated below or in the applicable Prospectus Supplement, or
except as expressly required by applicable law, the holders of the Series
Preferred Stock will not be entitled to vote. Each share of any series of
Series Preferred Stock will generally be entitled to one vote on matters on
which holders of such series are entitled to vote, irrespective of such series'
aggregate stated value, liquidation preference or initial offering price.
However, as more fully described under "--Description of Depositary Shares"
below, if the Corporation elects to issue Depositary Shares representing a
fraction of a share of a series of Series Preferred Stock, each such Depositary
Share will, in effect, be entitled to the same fraction of a vote, rather than
a full vote, per Depositary Share.
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Unless otherwise specified in the applicable Prospectus Supplement, so long
as any shares of any series of Series Preferred Stock remain outstanding, the
Corporation may not amend the Certificate of Incorporation so as to adversely
affect or subordinate the rights of the Series Preferred Stock without the
affirmative vote or consent of the holders of at least a majority of the
outstanding shares of Series Preferred Stock. However, unless otherwise
specified in the applicable Prospectus Supplement, if any such adverse
alteration affects the rights of only a single series of Series Preferred
Stock, then the alteration may be effected only with the vote or consent of at
least a majority of the outstanding shares of such series of Series Preferred
Stock. An increase in the authorized amount of the Series Preferred Stock
and/or the creation and issuance of other series of Series Preferred Stock or
serial preferred stock in accordance with the Certificate of Incorporation will
not be, or be deemed to be, an adverse alteration.
The foregoing voting provisions will not apply if, in connection with the
matters specified, provision is made for the redemption or retirement of all
outstanding Series Preferred Stock of each affected series.
Under regulations adopted by the Federal Reserve Board, if the holders of any
series of Series Preferred Stock become entitled to vote for the election of
directors because dividends on such series are in arrears, such series may then
be deemed a "class of voting securities," and a holder of 25% or more of such
series (or a holder of 5% or more if it otherwise exercises a "controlling
influence" over the Corporation) may then be subject to regulation as a bank
holding company in accordance with the Bank Holding Company Act of 1956, as
amended (the "BHC Act"). In addition, at such time (i) any bank holding company
may be required to obtain the approval of the Federal Reserve Board under the
BHC Act, and any foreign bank, and any company that controls a foreign bank,
that has certain types of U.S. banking operations may be required to obtain the
approval of the Federal Reserve Board under the International Banking Act of
1978, as amended, to acquire or retain 5% or more of any series of Series
Preferred Stock and (ii) any person other than a bank holding company may be
required to obtain the approval of the Federal Reserve Board under the Change
in Bank Control Act to acquire 10% or more of such series of Series Preferred
Stock.
Liquidation Rights
Upon any liquidation, dissolution or winding up of the Corporation, whether
voluntary or involuntary, the holders of the Series Preferred Stock will have
preference and priority over the Common Stock for payment out of the assets of
the Corporation or proceeds thereof, whether from capital or surplus, of such
amounts as are set forth in the applicable Prospectus Supplement and, after
such payment, the holders of such series of Series Preferred Stock will be
entitled to no other payments. If, in such case, the assets of the Corporation
or proceeds thereof are insufficient to make the full liquidating payment on
such series of Series Preferred Stock and liquidating payments on any other
outstanding Series Preferred Stock (including accrued and unpaid dividends, if
any), then such assets and proceeds will be distributed among the holders of
such series of Series Preferred Stock and any other outstanding series of
Series Preferred Stock, ratably in accordance with the respective amounts that
would be payable on all Series Preferred Stock (including accrued and unpaid
dividends, if any) if all such liquidating amounts payable were paid in full. A
consolidation or merger of the Corporation with or into any other corporation
or corporations or a sale, whether for cash, shares of stock, securities or
properties, of all or substantially all or any part of the assets of the
Corporation will not be deemed or construed to be a liquidation, dissolution or
winding up of the Corporation.
Miscellaneous
Harris Trust Company of New York will serve as transfer agent, dividend
disbursing agent and registrar for the Series Preferred Stock. The holders of
Series Preferred Stock will not have any preemptive rights to purchase or
subscribe for any shares of any class or other securities of any type of the
Corporation. When issued and paid for as described in this Prospectus and the
applicable Prospectus Supplement, the Series Preferred Stock will be fully paid
and nonassessable. The Certificate of Amendment setting forth the
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provisions of each series of Series Preferred Stock will become effective after
the date of this Prospectus but at or before issuance of the related series of
Series Preferred Stock.
DESCRIPTION OF DEPOSITARY SHARES
General
The Corporation may, at its option, elect to offer fractional shares of
Series Preferred Stock, rather than full shares of Series Preferred Stock. If
this option is exercised, the Corporation will issue to the public receipts for
Depositary Shares, each of which will represent a fraction (to be set forth in
the applicable Prospectus Supplement) of a share of a particular series of
Series Preferred Stock as described below.
The shares of any series of Series Preferred Stock represented by Depositary
Shares will be deposited under a deposit agreement (each, a "Deposit
Agreement") between the Corporation and a bank or trust company selected by the
Corporation, having its principal office in the United States (each, a
"Depositary"). Subject to the terms of the applicable Deposit Agreement, each
owner of a Depositary Share will be entitled, in proportion to the applicable
fraction of a share of Series Preferred Stock represented by such Depositary
Share, to all the rights and preferences of the Series Preferred Stock
represented thereby (including dividend, voting, redemption and liquidation
rights).
The statements under this caption are brief summaries of certain provisions
contained in the form of Deposit Agreement relating to a particular series of
Depositary Shares, do not purport to be complete, and are qualified in their
entirety by reference to the form of Deposit Agreement, a copy of which is
filed as an exhibit to the Registration Statement of which this Prospectus is a
part, and to the actual Deposit Agreement relating to such series of Depositary
Shares, which will be filed by the Corporation as an exhibit to the
Registration Statement at or about the time of the sale of the applicable
series of Depositary Shares. The Depositary Shares may be offered alone or with
other Offered Securities.
Form
The Depositary Shares relating to any series of Series Preferred Stock will
be evidenced by receipts (the "Depositary Receipts") issued pursuant to the
applicable Deposit Agreement. Depositary Receipts will be distributed to those
persons purchasing the fractional shares of the related series of Series
Preferred Stock in accordance with the terms of the offering described in the
applicable Prospectus Supplement.
Pending the preparation of any definitive engraved or printed Depositary
Receipts relating to any series of Series Preferred Stock, the applicable
Depositary may, upon the written order of the Corporation, issue temporary
Depositary Receipts substantially identical to (and entitling the holders
thereof to all the rights pertaining to) such definitive Depositary Receipts
but not in definitive form. Definitive Depositary Receipts will be prepared
thereafter without unreasonable delay, and temporary Depositary Receipts will
be exchangeable for definitive Depositary Receipts at the Corporation's
expense.
Dividends and Other Distributions
The applicable Depositary will distribute all cash dividends or other cash
distributions received in respect of the series of Series Preferred Stock
represented by any series of Depositary Shares to the record holders of such
Depositary Shares in proportion to the number of such Depositary Shares owned
by such holders.
In the event of a distribution other than in cash, the applicable Depositary
will distribute property received by it to the record holders of Depositary
Shares entitled thereto, unless the Depositary determines that it is not
feasible to make such distribution, in which case the Depositary may, with the
approval of the Corporation, sell such property and distribute the net proceeds
from such sale to such holders.
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Withdrawal of Stock
Upon surrender of Depositary Receipts at the corporate trust office of the
applicable Depositary (unless the applicable Depositary Shares have previously
been called for redemption as described below), the holder of the Depositary
Shares evidenced thereby will be entitled to delivery at such office to or upon
such holder's order, of the number of whole shares of the related series of
Series Preferred Stock and any money or other property represented by such
Depositary Shares. Holders of Depositary Shares will be entitled to receive
whole shares of the related series of Series Preferred Stock on the basis set
forth in the applicable Prospectus Supplement, but holders of such whole shares
of such Series Preferred Stock will not thereafter be entitled to receive
Depositary Shares in exchange therefor. If the Depositary Receipts delivered by
the holder evidence a number of Depositary Shares in excess of the number of
Depositary Shares representing the number of whole shares of the related series
of Series Preferred Stock to be withdrawn, the applicable Depositary will
deliver to such holder at the same time a new Depositary Receipt evidencing
such excess number of Depositary Shares.
Redemption of Depositary Shares
If a series of Series Preferred Stock represented by Depositary Shares is
subject to redemption, the Depositary Shares will be redeemed from the proceeds
received by the applicable Depositary upon the redemption, in whole or in part,
of such series of Series Preferred Stock held by such Depositary. The
redemption price per Depositary Share will be equal to the applicable fraction
of the redemption price per share payable with respect to such series of Series
Preferred Stock. Whenever the Corporation redeems shares of Series Preferred
Stock held by a Depositary, such Depositary will redeem, as of the same
redemption date, the number of Depositary Shares representing shares of the
related series of Series Preferred Stock so redeemed. If less than all the
Depositary Shares are to be redeemed, unless otherwise specified in the
applicable Prospectus Supplement, the Depositary Shares to be redeemed will be
selected by lot or pro rata or by any other method as may be determined by the
Depositary to be equitable.
Voting the Series Preferred Stock
Upon receipt of notice of any meeting at which the holders of the Series
Preferred Stock are entitled to vote, the applicable Depositary will mail the
information contained in such notice of meeting to the record holders of the
Depositary Shares relating to such Series Preferred Stock. Each record holder
of such Depositary Shares on the record date (which will be the same date as
the record date for the Series Preferred Stock) will be entitled to instruct
such Depositary as to the exercise of the voting rights pertaining to the
amount of the Series Preferred Stock represented by such holder's Depositary
Shares. The applicable Depositary will endeavor, insofar as practicable, to
vote the amount of the Series Preferred Stock represented by such Depositary
Shares in accordance with such instructions, and the Corporation will agree to
take all action that may be deemed necessary by such Depositary in order to
enable such Depositary to do so. The applicable Depositary will abstain from
voting shares of the Series Preferred Stock to the extent that it does not
receive specific instructions from the holders of Depositary Shares
representing such Series Preferred Stock.
Amendment and Termination of the Deposit Agreement
The form of Depositary Receipt evidencing Depositary Shares and any provision
of the applicable Deposit Agreement may at any time be amended by agreement
between the Corporation and the applicable Depositary. However, unless
otherwise specified in the applicable Prospectus Supplement, any amendment that
materially and adversely alters the rights of the holders of Depositary Shares
issued under any Deposit Agreement will not be effective unless such amendment
has been approved by the holders of at least a majority of the Depositary
Shares then outstanding under such Deposit Agreement. A Deposit Agreement may
be terminated by the Corporation or the applicable Depositary only if (i) all
outstanding Depositary Shares under such Deposit Agreement have been redeemed
or (ii) there has been a final distribution in respect of the
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related series of Series Preferred Stock in connection with any liquidation,
dissolution or winding up of the Corporation and such distribution has been
distributed to the holders of Depositary Receipts.
Charges of Depositary
The Corporation will pay all transfer and other taxes and governmental
charges arising solely from the existence of the depositary arrangements. The
Corporation will also pay charges of the applicable Depositary in connection
with the initial deposit of the related series of Series Preferred Stock, any
redemption of such Series Preferred Stock at the option of the Corporation, and
any withdrawals of Series Preferred Stock by the holders of Depositary Shares.
Holders of Depositary Receipts will pay transfer and other taxes and
governmental charges and such other charges as are expressly provided in the
applicable Deposit Agreement to be for their accounts.
Resignation and Removal of Depositary
A Depositary may resign at any time by delivering to the Corporation notice
of its election to do so, and the Corporation may at any time remove a
Depositary, and any such resignation or removal will take effect upon the
appointment of a successor Depositary and its acceptance of such appointment.
Such successor Depositary must be appointed within 60 days after delivery of
the notice of resignation or removal and must be a bank or trust company having
its principal office in the United States and having a combined capital and
surplus of at least $50,000,000.
Miscellaneous
Each Depositary will forward to the holders of the applicable series of
Depositary Shares all reports and communications from the Corporation that are
delivered to such Depositary as the holder of the applicable series of Series
Preferred Stock.
Neither a Depositary nor the Corporation will be liable if it is prevented or
delayed by law or any circumstance beyond its control in performing its
obligations under the applicable Deposit Agreement. The obligations of the
Corporation and the Depositary under each Deposit Agreement will be limited to
performance in good faith of their duties thereunder and they will not be
obligated to prosecute or defend any legal proceeding in respect of any
Depositary Shares or Series Preferred Stock unless satisfactory indemnity is
furnished. They may rely on written advice of counsel or accountants, or
information provided by persons presenting Series Preferred Stock for deposit,
holders of Depositary Receipts or other persons believed to be competent, and
on documents believed to be genuine.
BOOK-ENTRY SECURITIES
The Offered Securities may be issued in the form of one or more global
certificates (collectively, with respect to each series or issue of Offered
Securities, the "Global Security") registered in the name of a depositary or a
nominee of a depositary. Unless otherwise specified in the applicable
Prospectus Supplement, the depositary will be The Depository Trust Company
("DTC"). The Corporation has been informed by DTC that its nominee will be Cede
& Co. ("Cede"). Accordingly, Cede is expected to be the initial registered
holder of any series of Offered Securities that are issued in global form. No
person that acquires an interest in such Offered Securities will be entitled to
receive a certificate representing such person's interest in such Offered
Securities except as set forth herein or in the applicable Prospectus
Supplement. Unless and until definitive Offered Securities are issued under the
limited circumstances described herein, all references to actions by holders of
Offered Securities issued in global form shall refer to actions taken by DTC
upon instructions from its Participants (as defined below), and all references
herein to payments and notices to such holders shall refer to payments and
notices to DTC or Cede, as the registered holder of such Offered Securities.
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DTC has informed the Corporation that it is a limited purpose trust company
organized under the New York Banking Law and a "banking organization" within
the meaning of the New York Banking Law, that it is a member of the Federal
Reserve System, a "clearing corporation" within the meaning of the New York
Uniform Commercial Code and a "clearing agency" registered pursuant to Section
17A of the Exchange Act, and that it was created to hold securities for its
participating organizations ("Participants") and to facilitate the clearance
and settlement of securities transactions among Participants through electronic
book-entry, thereby eliminating the need for physical movement of certificates.
Participants include securities brokers and dealers, banks, trust companies and
clearing corporations, and may include certain other organizations. Indirect
access to the DTC system also is available to others such as banks, brokers,
dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly ("Indirect
Participants").
Holders that are not Participants or Indirect Participants but that desire to
purchase, sell or otherwise transfer ownership of, or other interests in,
Offered Securities may do so only through Participants and Indirect
Participants. Under a book-entry format, holders may experience some delay in
their receipt of payments, as such payments will be forwarded by the agent
designated by the Corporation to Cede, as nominee for DTC. DTC will forward
such payments to its Participants, which thereafter will forward them to
Indirect Participants or holders. Holders will not be recognized by the
applicable Trustee or Depositary or by the Corporation as registered holders of
the Offered Securities entitled to the benefits of the applicable Indenture or
Deposit Agreement or the terms of the Offered Securities. Holders that are not
Participants will be permitted to exercise their rights as such only indirectly
through and subject to the procedures of Participants and, if applicable,
Indirect Participants.
Under the rules, regulations and procedures creating and affecting DTC and
its operations as currently in effect (the "Rules"), DTC will be required to
make book-entry transfers of Offered Securities among Participants and to
receive and transmit payments to Participants. Participants and Indirect
Participants with which holders have accounts with respect to the Offered
Securities similarly are required by the Rules to make book-entry transfers and
receive and transmit such payments on behalf of their respective holders.
Because DTC can act only on behalf of Participants, which in turn act only on
behalf of holders or Indirect Participants, and on behalf of certain banks,
trust companies and other persons approved by it, the ability of a holder to
pledge Offered Securities to persons or entities that do not participate in the
DTC system, or to otherwise act with respect to such Offered Securities, may be
limited due to the absence of physical certificates for such Offered
Securities.
DTC has advised the Corporation that DTC will take any action permitted to be
taken by a registered holder of any Offered Securities under the applicable
Indenture or Deposit Agreement or the terms of the Offered Securities only at
the direction of one or more Participants to whose accounts with DTC such
Offered Securities are credited.
A Global Security will be exchangeable for the relevant definitive Offered
Securities registered in the names of persons other than DTC or its nominee
only if (i) DTC notifies the Corporation that it is unwilling or unable to
continue as depositary for such Global Security or if at any time DTC ceases to
be a clearing agency registered under the Exchange Act at a time when DTC is
required to be so registered in order to act as such depository, (ii) the
Corporation determines that such Global Security shall be so exchangeable or
(iii) in the case of Debt Securities, an Event of Default has occurred and is
continuing with respect to such Debt Securities. Any Global Security that is
exchangeable pursuant to the preceding sentence will be exchangeable for
definitive Offered Securities registered in such names as DTC directs.
Upon the occurrence of any event described in the immediately preceding
paragraph, DTC is generally required to notify all Participants of the
availability of definitive Offered Securities. Upon surrender by DTC of the
Global Security representing the Offered Securities and delivery of
instructions for re-registration, the
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applicable Trustee or Depositary or the applicable registrar, as the case may
be, will reissue the Offered Securities as definitive Offered Securities, and
thereafter such Trustee, Depositary or registrar will recognize the holders of
such definitive Offered Securities as registered holders of Offered Securities
entitled to the benefits of the applicable Indenture or Deposit Agreement or
the terms of the Offered Securities, as the case may be.
Except as described above, a Global Security may not be transferred except as
a whole by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or to a successor depositary appointed by the Corporation.
Except as described above, DTC may not sell, assign, transfer or otherwise
convey any beneficial interest in a Global Security evidencing all or part of
the Offered Securities of any series unless such beneficial interest is in an
amount equal to an authorized denomination for such Offered Securities.
UNITED STATES TAXATION
Certain special United States federal income tax considerations may be
applicable to the Offered Securities. If Debt Securities are issued at an
original issue discount or any such tax considerations are material to
investors, the applicable Prospectus Supplement will describe the tax
considerations and a tax opinion will be filed with the Commission. Prospective
purchasers of Offered Securities are urged to consult their own tax advisors
prior to any acquisition of such Offered Securities.
FOREIGN CURRENCY RISKS
GENERAL
Debt Securities of a series may be denominated in or linked to such foreign
currencies or units of two or more currencies as may be designated by the
Corporation at the time of offering ("Foreign Currency Securities").
ADDITIONAL FACTORS MAY BE SET FORTH IN CONNECTION WITH A SPECIFIC FOREIGN
CURRENCY SECURITY IN THE APPLICABLE PROSPECTUS SUPPLEMENT.
Unless otherwise indicated in the applicable Prospectus Supplement, a Foreign
Currency Security will not be sold in, or to a resident of, the country that
issues the Specified Currency (as defined below) in which such Foreign Currency
Security is denominated. The information set forth below and in any applicable
Prospectus Supplement is by necessity incomplete and prospective purchasers of
Foreign Currency Securities should consult their own financial and legal
advisors with respect to any matters that may affect the purchase or holding of
a Foreign Currency Security or the receipt of payments of principal of,
premium, if any, and interest, if any, on a Foreign Currency Security in a
Specified Currency.
EXCHANGE RATES AND EXCHANGE CONTROLS
An investment in Foreign Currency Securities may entail significant risks
that are not associated with a similar investment in a security denominated in
U.S. dollars. Such risks may include, without limitation, the possibility of
significant changes in the rate of exchange between the U.S. dollar and the
currency or currency unit designated by the Corporation at the time of offering
(the "Specified Currency") and the possibility of the imposition or
modification of foreign exchange controls by either the United States or
foreign governments. Such risks generally depend on economic and political
events and the supply of and demand for the relevant currencies, over which the
Corporation has no control. In recent years, rates of exchange between the U.S.
dollar and many foreign currencies or currency units have been highly volatile
and such volatility may be expected in the future. The exchange rate between
the U.S. dollar and a foreign currency or currency unit is at any moment a
result of the supply of and demand for such currencies, and changes in the rate
result over time from the interaction of many factors, among which are rates of
inflation, interest rate levels, balances of payments and the extent of
governmental surpluses or deficits in the countries of such currencies. These
factors are in turn sensitive to the monetary, fiscal and trade policies
pursued by such
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governments and those of other countries important to international trade and
finance. Fluctuations in any particular exchange rate that have occurred in the
past are not necessarily indicative, however, of the fluctuations in the rate
that may occur during the term of any Foreign Currency Security. Depreciation
of the Specified Currency applicable to a Foreign Currency Security against the
U.S. dollar would generally result in a decrease in the U.S. dollar-equivalent
yield of such Foreign Currency Security, in the U.S. dollar-equivalent value of
the principal repayable at maturity of such Foreign Currency Security and,
generally, in the U.S. dollar-equivalent market value of such Foreign Currency
Security.
Foreign exchange rates can either be fixed by sovereign governments or float.
Exchange rates of most economically developed noncommunist nations are
permitted to fluctuate in value relative to the U.S. dollar. Sovereign
governments, however, rarely voluntarily allow their currencies to float freely
in response to economic forces. In fact, such governments use a variety of
techniques, such as intervention by a country's central bank or imposition of
regulatory controls or taxes, to affect the exchange rate of their currencies.
Governments may also issue a new currency to replace an existing currency or
alter the exchange rate or relative exchange characteristics by devaluation or
revaluation of a currency. Thus, a special risk in purchasing Debt Securities
that are denominated in or linked to a foreign currency or currency unit is
that their U.S. dollar-equivalent yields could be affected by governmental
actions that could change or interfere with a theretofore freely determined
currency valuation, by fluctuations in response to other market forces and by
the movement of currencies across borders. Unless otherwise specified in the
applicable Prospectus Supplement, there will be no adjustment or change in the
terms of the Foreign Currency Securities if exchange rates should become fixed,
or in the event of any devaluation or revaluation or imposition of exchange or
other regulatory controls or taxes, or in the event of other developments,
affecting the U.S. dollar or any applicable currency or currency unit.
Governments have imposed from time to time exchange controls and may in the
future impose or revise exchange controls at or prior to a Foreign Currency
Security's maturity. Even if there are no exchange controls in effect with
respect to a Specified Currency, it is possible that the Specified Currency for
any particular Foreign Currency Security would not be available at such Foreign
Currency Security's maturity due to other circumstances beyond the control of
the Corporation.
EUROPEAN MONETARY UNION
Under Article 109G of the Treaty establishing the European Communities, as
amended by the Treaty on European Union (the "Treaty"), the currency
composition of the ECU may not be changed. The Treaty contemplates that
European monetary union will occur in three stages, the second of which began
on January 1, 1994 with the entry into force of the Treaty. The Treaty provides
that, at the start of the third stage of European monetary union, the value of
the ECU as against the currencies of the member states participating in the
third stage will be irrevocably fixed and the ECU will become a currency in its
own right. In contemplation of that third stage, the European Council meeting
in Madrid on December 16, 1995 decided that the name of that currency will be
the Euro and that, in accordance with the Treaty, substitution of the Euro for
the ECU will be at the rate of one Euro for one ECU. From the start of the
third stage of European monetary union, all payments in respect of Notes
payable in ECU and other currencies that will be replaced by the Euro will be
payable in the Euro at the rate then established pursuant to the Treaty.
JUDGMENTS
If an action based on Foreign Currency Securities were commenced in a court
of the United States, it is likely that such court would grant judgment
relating to such Foreign Currency Securities only in U.S. dollars. It is not
clear, however, whether, in granting such judgment, the rate of conversion into
U.S. dollars would be determined with reference to the date of default, the
date on which judgment is rendered or some other date. Holders of Foreign
Currency Securities would bear the risk of exchange rate fluctuations between
the time the amount of the judgment is calculated and the time the applicable
Trustee converts U.S. dollars to the Specified Currency for payment of the
judgment.
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DESCRIPTION OF THE CORPORATION'S CAPITAL STOCK
AUTHORIZED CAPITAL STOCK
The Corporation is authorized to issue 300,000,000 shares of Common Stock and
10,000,000 shares of Series Preferred Stock. Neither the Common Stock nor the
Series Preferred Stock has preemptive rights. Each share of Common Stock has
attached to it one Right issued pursuant to the Rights Agreement. Each Right
entitles the holder of a share of Common Stock to acquire a 1/100th interest in
a share of the Corporation's Series C Junior Participating Preferred Stock, as
described under "Description of Offered Securities-- Description of Common
Stock--Preferred Share Purchase Rights" above.
At the Annual Meeting of the Corporation on April 17, 1990, shareholders
voted in favor of an amendment to the Certificate of Incorporation increasing
the number of shares of authorized preferred stock from 10,000,000 to
20,000,000 by creating a new class of serial preferred stock, without par
value, with 10,000,000 authorized shares. This proposed amendment would not
give the holders of serial preferred stock preemptive rights.
As of June 30, 1997 (after adjustment to reflect the acquisition of ABI),
approximately 98,778,102 shares of Common Stock and 1,303,902 shares of Series
Preferred Stock were issued and outstanding, and approximately 45,460,029
shares of Common Stock were reserved for issuance under various plans and
agreements.
The Common Stock and the Series Preferred Stock are more fully described
under "Description of Offered Securities--Description of Common Stock" and
"Description of Offered Securities--Description of Series Preferred Stock"
above.
OUTSTANDING SERIES PREFERRED STOCK
Fixed/Adjustable Rate Cumulative Preferred Stock, Series J. On October 28,
1992, the Corporation issued 447,225 shares of the Corporation's
Fixed/Adjustable Rate Cumulative Preferred Stock, Series J ($100 Liquidation
Preference) (the "Series J Preferred Stock"). Dividends on the Series J
Preferred Stock are cumulative. If dividends payable on the Series J Preferred
Stock are in arrears in an amount equivalent to dividends for six full dividend
periods, the number of directors of the Corporation will be increased by two
and the holders of the outstanding Series J Preferred Stock, voting together as
a single class with holders of shares of any other Series Preferred Stock then
outstanding upon which like voting rights have been conferred and are then
exercisable, will be entitled to elect two additional directors until all
dividends in arrears have been declared and paid or set apart for payment in
full. In the event of liquidation, dissolution or winding up of the
Corporation, the holders of the Series J Preferred Stock are entitled to
receive a distribution of $100 per share, plus, in each case, accrued and
unpaid dividends to the date of final distribution.
Prior to December 1, 1997, shares of Series J Preferred Stock are redeemable
at the option of the Corporation at a redemption price per share of $103.00 and
thereafter at $100 per share. The redemption price set forth above with respect
to Series J Preferred Stock will be increased, in each case, by the amount of
accrued and unpaid dividends thereon to the date fixed for redemption.
The dividend rate on the Series J Preferred Stock for each dividend period to
December 1, 1997 is 7 3/8% per annum. Thereafter, dividends on the Series J
Preferred Stock will be established quarterly at a rate per annum equal to the
sum of (i) the amount determined by applying the effective rate (as defined
below) in effect from time to time and (ii) the amount (not to exceed $0.50 per
share) by which the regular quarterly cash dividend per share, if any, declared
on the Common Stock during the immediately preceding dividend period exceeds
the last regular quarterly cash dividend per share actually paid by the
Corporation on the Common Stock prior to September 1, 1997. The "effective
rate" for any dividend period will be equal to .25% over the highest of the
Treasury Bill Rate, the Ten Year Constant Maturity Rate and the Thirty Year
Constant Maturity Rate, each as defined in the Certificate of Incorporation,
determined for the dividend period. The effective rate for any dividend period,
however, will not be less than 7% per annum nor greater
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than 15% per annum. Under certain circumstances, the amount of dividends
payable or accrued in respect of shares of the Series J Preferred Stock will
be adjusted to take account of certain amendments to the Internal Revenue Code
of 1986, as amended. In no event will the dividends payable on the Series J
Preferred Stock exceed 17% per annum.
7 5/8% Cumulative Preferred Stock, Series O. On June 2, 1993, the
Corporation issued $150 million of 7 5/8% Convertible Capital Securities due
June 2033. These debt securities are subordinated and can be redeemed in
whole, but not in part, on or after June 1, 1998 at par, plus accrued and
unpaid interest to the redemption date. The Corporation, at its option, may
reset at any time the interest rate of the 7 5/8% Convertible Capital
Securities to a rate of 6 1/8% per annum. The Corporation opted to reset the
interest rate to 6 1/8% per annum, effective March 1, 1995. Holders have the
right, at any time prior to redemption or maturity, to convert the debt
securities into depositary shares, at $25 per share, each representing a one-
tenth interest in a share of the Corporation's 7 5/8% Cumulative Preferred
Stock, Series O (Liquidation Preference $250 per share) (the "Series O
Preferred Stock").
On June 30, 1997, approximately 5,934,749 depositary receipts had been
issued each evidencing a depositary share representing a one-tenth interest in
a share of the Series O Preferred Stock. The aggregate liquidation preference
of the shares represented by such depositary shares on such date was
approximately $148,368,725.
Dividends on the Series O Preferred Stock are cumulative and payable
quarterly on each March 1, June 1, September 1 and December 1, commencing with
the first such date succeeding original issuance. If dividends payable on the
Series O Preferred Stock are in arrears in an amount equivalent to dividends
for six full dividend periods, the number of directors of the Corporation will
be increased by two and the holders of the outstanding Series O Preferred
Stock, voting together as a single class with holders of shares of any other
series of series preferred stock then outstanding upon which like voting
rights have been conferred and are then exercisable, will be entitled to elect
two additional directors until all dividends in arrears on the Series O
Preferred Stock have been declared and paid or set apart for payment in full.
In the event of any liquidation, dissolution or winding up of the Corporation,
the holders of the Series O Preferred Stock will be entitled to receive a
distribution of $250 per share plus, in each case, an amount equal to accrued
and unpaid dividends to the date of final distribution. Shares of the Series O
Preferred Stock are redeemable at the Corporation's option, in whole or in
part, at any time at a redemption price of $300 per share on or before June 1,
1998 and thereafter at $250 per share, plus, in each case, accrued and unpaid
dividends to the redemption date.
7.50% Cumulative Preferred Stock, Series P. On August 19, 1993, the
Corporation issued $100 million of 7.50% Convertible Capital Securities due
August 2033. These debt securities are subordinated and can be redeemed, in
whole but not in part, on or after August 15, 1998 at par, plus accrued and
unpaid interest to the redemption date. The Corporation, at its option, may
reset at any time the interest rate on the 7.50% Convertible Capital
Securities to a rate of 6.00% per annum. The Corporation opted to reset the
interest rate to 6.00% per annum, effective May 15, 1995. Holders have the
right, at any time prior to redemption or maturity, to convert the debt
securities into depositary shares, at $25 per share, each representing a one-
fortieth interest in a share of the Corporation's 7.50% Cumulative Preferred
Stock, Series P (Liquidation Preference $1,000 per share) (the "Series P
Preferred Stock").
On June 30, 1997, approximately 3,957,883 depositary receipts had been
issued each evidencing a depositary share representing a one-fortieth interest
in a share of the Series P Preferred Stock. The aggregate liquidation
preference of the shares represented by such depositary shares on such date
was approximately $98,947,075.
Dividends on the Series P Preferred Stock are cumulative and payable
quarterly on each February 15, May 15, August 15 and November 15, commencing
with the first such date succeeding original issuance. If dividends payable on
the Series P Preferred Stock are in arrears in an amount equivalent to
dividends for six full dividend periods, the number of directors of the
Corporation will be increased by two and the holders of
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the outstanding Series P Preferred Stock, voting together as a single class
with holders of shares of any other series of series preferred stock then
outstanding upon which like voting rights have been conferred and are then
exercisable, will be entitled to elect two additional directors until all
dividends in arrears on the Series P Preferred Stock have been declared and
paid or set apart for payment in full. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the Series P
Preferred Stock will be entitled to receive a distribution of $1,000 per share
plus, in each case, an amount equal to accrued and unpaid dividends to the
date of final distribution. Shares of Series P Preferred Stock are redeemable
at the Corporation's option, in whole or in part, at any time at a redemption
price of $1,200 per share on or before August 15, 1998 and thereafter at
$1,000 per share, plus, in each case, accrued and unpaid dividends to the
redemption date.
Adjustable Rate Cumulative Preferred Stock, Series Q. On March 28, 1994, the
Corporation issued 80,000 shares of its Adjustable Rate Cumulative Preferred
Stock, Series Q ($2,500 liquidation preference) (the "Series Q Preferred
Stock"). The dividend rate on the Series Q Preferred Stock is equal to 85% of
the Effective Rate (as defined below) in effect from time to time, but in no
event less than 4 1/2% or more than 10 1/2% per annum. The "Effective Rate"
for the Series Q Preferred Stock for each quarterly dividend period is the
highest of the "Treasury Bill Rate," the "Ten Year Constant Maturity Rate" and
the "Thirty Year Constant Maturity Rate" determined in advance of such
dividend period. If dividends payable on the Series Q Preferred Stock are in
arrears in an amount equivalent to dividends for six full dividend periods,
the number of directors of the Corporation will be increased by two and the
holders of the outstanding Series Q Preferred Stock, voting together as a
single class with holders of shares of any other series of series preferred
stock then outstanding upon which like voting rights have been conferred and
are then exercisable, will be entitled to elect two additional directors until
all dividends in arrears on the Series Q Preferred Stock have been declared
and paid or set apart for payment in full. In the event of any liquidation,
dissolution or winding up of the Corporation, the holders of the Series Q
Preferred Stock will be entitled to receive a distribution of $2,500 per share
plus, in each case, an amount equal to accrued and unpaid dividends to the
date of final distribution. The Series Q Preferred Stock is redeemable at the
option of the Corporation, in whole or in part, at any time or from time to
time on or after March 1, 1999. The redemption price payable by the
Corporation in respect of any such redemption will be $2,500 per share plus
accrued and unpaid dividends to the redemption date.
Adjustable Rate Cumulative Preferred Stock, Series R. On August 22, 1994,
the Corporation issued 60,000 shares of its Adjustable Rate Cumulative
Preferred Stock, Series R ($2,500 liquidation preference) (the "Series R
Preferred Stock"). The dividend rate on the Series R Preferred Stock is equal
to 84.5% of the Effective Rate (as defined below) in effect from time to time,
but in no event less than 4 1/2% or more than 10 1/2% per annum. The
"Effective Rate" for the Series R Preferred Stock for each quarterly dividend
period is the highest of the "Treasury Bill Rate," the "Ten Year Constant
Maturity Rate" and the "Thirty Year Constant Maturity Rate" determined in
advance of such dividend period. If dividends payable on the Series R
Preferred Stock are in arrears in an amount equivalent to dividends for six
full dividend periods, the number of directors of the Corporation will be
increased by two and the holders of the outstanding Series R Preferred Stock,
voting together as a single class with holders of shares of any other series
of series preferred stock then outstanding upon which like voting rights have
been conferred and are then exercisable, will be entitled to elect two
additional directors until all dividends in arrears on the Series R Preferred
Stock have been declared and paid or set apart for payment in full. In the
event of any liquidation, dissolution or winding up of the Corporation, the
holders of the Series R Preferred Stock will be entitled to receive a
distribution of $2,500 per share plus, in each case, an amount equal to
accrued and unpaid dividends to the date of final distribution. The Series R
Preferred Stock is redeemable at the option of the Corporation, in whole or in
part, at any time or from time to time on or after September 1, 1999. The
redemption price payable by the Corporation in respect of any such redemption
will be $2,500 per share plus accrued and unpaid dividends to the redemption
date.
7 3/4% Cumulative Preferred Stock, Series S. On June 30, 1995, the
Corporation issued 50,000 shares of its Adjustable Rate Cumulative Preferred
Stock, Series S ($2,500 liquidation preference) (the "Series S Preferred
Stock"). If dividends payable on the Series S Preferred Stock are in arrears
in an amount equivalent
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to dividends for six full dividend periods, the number of directors of the
Corporation will be increased by two and the holders of the outstanding Series
S Preferred Stock, voting together as a single class with holders of shares of
any other series of series preferred stock then outstanding upon which like
voting rights have been conferred and are then exercisable, will be entitled to
elect two additional directors until all dividends in arrears on the Series S
Preferred Stock have been declared and paid or set apart for payment in full.
In the event of any liquidation, dissolution or winding up of the Corporation,
the holders of the Series S Preferred Stock will be entitled to receive a
distribution of $2,500 per share plus, in each case, an amount equal to accrued
and unpaid dividends to the date of final distribution. The Series S Preferred
Stock is redeemable at the option of the Corporation, in whole or in part, at
any time or from time to time on or after June 1, 2000. The redemption price
payable by the Corporation in respect of any such redemption will be $2,500 per
share plus accrued and unpaid dividends to the redemption date.
SERIAL PREFERRED STOCK
The proposed amendment relating to the serial preferred stock would authorize
10,000,000 shares, which would have preference over the Common Stock with
respect to the payment of dividends and the distribution of assets in the event
of liquidation, dissolution or winding up of the Corporation, and such other
rights, preferences and limitations as may be fixed by the Board of Directors.
The serial preferred stock, upon issuance, would rank on a parity with the
Series Preferred Stock with respect to the payment of dividends and the
distribution of assets in the event of liquidation, dissolution or winding up
of the Corporation. Dividend provisions, liquidation preferences, voting
rights, if any, sinking fund and redemption provisions, if any, and conversion
and exchange provisions, if any, would be fixed by the Board of Directors.
There are currently no outstanding shares of serial preferred stock. The Board
of Directors has determined not to cause the proposed amendment authorizing the
serial preferred stock to be filed at this time.
VALIDITY OF OFFERED SECURITIES
Unless otherwise specified in the applicable Prospectus Supplement, the
validity of the Offered Securities to which this Prospectus relates will be
passed upon for the Corporation by Gordon S. Calder, Jr., Esq., a Managing
Director and Counsel of Bankers, and for any underwriters or agents by White &
Case, New York, New York. White & Case performs services for the Corporation
from time to time. Mr. Calder has an interest in a number of shares equal to
less than .02% of the Corporation's outstanding Common Stock.
EXPERTS
The combination of the Corporation and its subsidiaries and ABI and its
subsidiaries as reflected in the supplemental consolidated balance sheet 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 appear in
the Corporation's Current Report on Form 8-K filed on September 9, 1997, has
been audited by KPMG Peat Marwick LLP, independent auditors, as set forth in
their report dated September 5, 1997 thereon and incorporated herein by
reference. The historical consolidated financial statements of the Corporation
and its subsidiaries included in the Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996, prior to their restatement for the
pooling-of-interests with ABI described in "Bankers Trust New York
Corporation--Recent Developments" above, have been audited by Ernst & Young
LLP, independent auditors, as stated in their report dated January 23, 1997,
except for Note 28 as to which the date is March 6, 1997, incorporated herein
by reference. The consolidated statements of financial condition of ABI and
subsidiaries as of December 31, 1996 and 1995, and the related supplemental
consolidated statements of earnings, stockholders' equity and cash flows for
each of the years in the three-year period ended December 31, 1996, which
appear in the Corporation's Current Report on Form 8-K filed on September 4,
1997, have been audited by KPMG Peat Marwick LLP, independent auditors, as set
forth in their report dated January 20, 1997, thereon and incorporated herein
by reference. Such financial statements have been incorporated herein by
reference in reliance upon the respective reports given upon the authority of
such firms as experts in accounting and auditing.
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PLAN OF DISTRIBUTION
The Corporation may sell Offered Securities to one or more underwriters for
public offering and sale by them or may sell Offered Securities to investors
directly or through agents. Any underwriter or agent involved in the offer and
sale of the Offered Securities will be named in the applicable Prospectus
Supplement.
Underwriters may offer and sell the Offered Securities at a fixed price or
prices, which may be changed, or from time to time at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Corporation also may, from time to time, authorize firms
acting as the Corporation's agents to offer and sell the Offered Securities
upon the terms and conditions as shall be set forth in the applicable
Prospectus Supplement. In connection with the sale of Offered Securities,
underwriters and agents may be deemed to have received compensation from the
Corporation in the form of underwriting discounts or commissions and may also
receive commissions from purchasers of Offered Securities for whom they act as
agent. Underwriters and agents may sell Offered Securities to or through
dealers, and such dealers may receive compensation in the form of discounts,
concessions or commissions from such underwriters or agents and may receive
commissions (which may be changed from time to time) from purchasers for whom
they act as agent.
Any underwriting compensation paid by the Corporation to underwriters or
agents in connection with the offering of Offered Securities, and any
discounts, concessions or commissions allowed by underwriters or agents to
participating dealers, will be set forth in the applicable Prospectus
Supplement. Underwriters, dealers and agents participating in the distribution
of the Offered Securities may be deemed to be underwriters, and any discounts
and commissions received by them and any profit realized by them on resale of
the Offered Securities may be deemed to be underwriting discounts and
commissions, under the Securities Act. Underwriters, dealers and agents may be
entitled, under agreements with the Corporation, to indemnification against and
contribution toward certain civil liabilities, including liabilities under the
Securities Act, and to reimbursement by the Corporation for certain expenses.
If so indicated in the applicable Prospectus Supplement, the Corporation will
authorize dealers acting as the Corporation's agents to solicit offers by
certain institutions to purchase Offered Securities from the Corporation at the
public offering price set forth in such Prospectus Supplement pursuant to
Delayed Delivery Contracts ("Contracts") providing for payment and delivery on
the date or dates stated in such Prospectus Supplement. Each Contract will be
for an amount not less than, and the aggregate principal amount of Offered
Securities sold pursuant to Contracts shall be not less nor more than, the
respective amounts stated in such Prospectus Supplement. Institutions with whom
Contracts, when authorized, may be made include commercial and savings banks,
insurance companies, pension funds, investment companies, educational and
charitable institutions and other institutions, but will in all cases be
subject to the approval of the Corporation. Contracts will not be subject to
any conditions except that (i) the purchase by an institution of the Offered
Securities covered by its Contracts shall not at the time of delivery be
prohibited under the laws of any jurisdiction in the United States to which
such institution is subject, and (ii) if the Offered Securities are being sold
to underwriters, the Corporation shall have sold to such underwriters the total
principal amount of the Offered Securities less the principal amount thereof
covered by Contracts. Agents and underwriters will have no responsibility in
respect of the delivery or performance of Contracts.
Each series of Offered Securities, except Common Stock, will be a new issue
of securities with no established trading market. Any underwriters to whom
Offered Securities are sold by the Corporation for public offering and sale may
make a market in such Offered Securities, but such underwriters will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given as to the liquidity of or the trading markets
for any Offered Securities.
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BT Alex. Brown, a wholly owned subsidiary of the Corporation which is a
member of the National Association of Securities Dealers, Inc. (the "NASD"),
may participate in distributions of the Offered Securities. The offer and sale
of the Offered Securities will conform with the requirements set forth in Rule
2720 of the Conduct Rules of the NASD.
Any market making activities of BT Alex. Brown with respect to the Offered
Securities will be conducted in compliance with the requirements of Rule 2720
of the Conduct Rules of the NASD. Following the initial distribution of the
Offered Securities, BT Alex. Brown and other affiliates of the Corporation may
offer and sell such Offered Securities in the course of their business as
broker-dealers. BT Alex. Brown and such other affiliates may act as principals
or agents in such transactions. This Prospectus may be used by BT Alex. Brown
and such other affiliates in connection with such transactions, and such sales,
if any, will be made at varying prices relating to prevailing market prices at
the time of sale or otherwise. Neither BT Alex. Brown nor such other affiliates
are obligated to make a market in any of the Offered Securities and may
discontinue any market-making activities at any time without notice.
Certain of the underwriters or agents and their associates may be customers
of, engage in transactions with, and perform services for, the Corporation in
the ordinary course of business.
During and after the offering, the underwriters or agents may purchase and
sell the Offered Securities in the open market. These transactions may include
overallotment and stabilizing transactions and purchases to cover syndicate
short positions created in connection with the offering. The underwriters or
agents also may impose a penalty bid, whereby selling concessions allowed to
syndicate members or other broker-dealers in respect of the Offered Securities
sold in the offering for their account may be reclaimed by the syndicate if
such securities are repurchased by the syndicate in stabilizing or covering
transactions. These activities may stabilize, maintain or otherwise affect the
market price of the Offered Securities, which may be higher than the price that
might otherwise prevail in the open market.
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PRINCIPAL EXECUTIVE OFFICE OF THE CORPORATION
BANKERS TRUST CORPORATION
130 Liberty Street
New York
New York 10006
U.S.A.
AUDITORS OF THE CORPORATION
KPMG PEAT MARWICK
345 Park Avenue
New York
New York 10154
U.S.A.
TRUSTEE
THE CHASE MANHATTAN BANK
450 West 33rd Street
New York
New York 10001
U.S.A.
PRINCIPAL PAYING AGENT, REGISTRAR AND TRANSFER AGENT
BANKERS TRUST COMPANY
130 Liberty Street
New York
New York 10006
U.S.A.
CALCULATION AGENT
BANKERS TRUST COMPANY, LONDON BRANCH
1 Appold Street
Broadgate
London EC2A 2HE
England
LEGAL ADVISERS
To the Corporation as to United States To the Corporation as to United States
law: tax law:
GORDON S. CALDER, JR, ESQ. MICHAEL J. WALDMAN, ESQ.
Managing Director and Counsel Managing Director and Tax Counsel
Bankers Trust Company Bankers Trust Company
130 Liberty Street 130 Liberty Street
New York New York
New York 10006 New York 10006
U.S.A. U.S.A.
To the Underwriters:
WHITE & CASE LLP
1155 Avenue of the Americas 7-11 Moorgate
New York London EC2R 6HH
New York 10036 United Kingdom
U.S.A.
PAYING AND LISTING AGENT
BANKERS TRUST LUXEMBOURG S.A.
14 Boulevard F.D. Roosevelt
L-2450 Luxembourg
