<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 4, 1999
BANKERS TRUST CORPORATION
(Exact name of registrant as specified in its charter)
NEW YORK
(State or other jurisdiction of incorporation)
1-5920 13-6180473
(Commission file number) (IRS employer identification no.)
130 LIBERTY STREET, NEW YORK, NEW YORK 10006
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code (212) 250-2500
<PAGE>
Item 1. Changes in Control of Registrant
On June 4, 1999, pursuant to an agreement dated as of
November 30, 1998, among Deutsche Bank AG ("Deutsche Bank") and
Bankers Trust Corporation (the "Corporation"), Deutsche Bank,
through its U.S. holding corporation, Taunus Corporation
("Taunus"), acquired all of the outstanding shares of common
stock of the Corporation from its shareholders at a price of
$93.00 per share (the "Acquisition"). The Corporation was merged
with a wholly-owned subsidiary of Deutsche Bank, with the
Corporation as the surviving entity. The aggregate purchase
price paid pursuant to the acquisition was approximately $9.1
billion. The funds necessary to effect the acquisition were
provided by the sale of common equity and debt securities by
Deutsche Bank.
Item 2. Acquisition or Disposition of Assets
On June 5, 1999, the Corporation transferred its wholly-
owned subsidiary BT Alex. Brown Incorporated ("BTAB") and
substantially all of its interest in Bankers Trust International
PLC ("BTI") to Deutsche Bank Securities Inc. ("DBSI") and
Deutsche Holdings (BTI) Ltd., respectively, which are wholly-
owned subsidiaries of Deutsche Bank. The transfer of BTAB to
DBSI took the form of an exchange of stock pursuant to which BTAB
became a wholly-owned subsidiary of DBSI and the Corporation
received shares of DB U.S. Financial Markets Holding Corporation,
the parent of DBSI. The Corporation, as part of an ongoing
reorganization, intends to transfer, by dividend or otherwise,
the shares received to Taunus. The transfer of substantially all
of the Corporation's interest in BTI was for cash in the amount
of approximately $1.7 billion, subject to adjustment for
acquisition-related expenses.
See Item 7 below for certain pro forma financial statements,
which give effect to the aforementioned transfers regarding BTAB
and BTI, filed as Exhibit 99.1 to this Form 8-K.
On June 8, 1999, the Corporation transferred its interest in
Bankers Trust New Zealand Limited, a wholly-owned subsidiary, to
Deutsche Bank for cash.
On June 10, 1999, the Corporation transferred its interest
in Bankers Trust Investment Management Company Japan Ltd., a
wholly-owned subsidiary, to Deutsche Morgan Grenfell Asset
Management (Japan) Limited for cash.
In connection with the Acquisition and in addition to the
foregoing transactions, the Corporation has and will continue to
transfer certain assets to Deutsche Bank related entities to
reflect the change in management of these assets. The
consideration received and to be received for such transactions
was and will be fair market value at and on the date of transfer.
In addition, the Corporation's money market related funding
activities, which are short-term in nature, are expected to be
significantly reduced over time, commensurate with its ongoing
reorganization activities.
On June 18, 1999, Deutsche Bank announced that it had agreed
to sell Bankers Trust Australia Limited ("BTAL"), a wholly-owned
subsidiary of the Corporation for a price of approximately $1.4
billion. The sale, which is expected to close in the third
quarter of 1999, is conditional upon regulatory approvals in
Australia and the United States. The press release announcing
such sale is attached hereto as Exhibit 99.2.
<PAGE>
Item 5. Other Events
In connection with the Acquisition, all directors of the
Corporation other than Frank N. Newman submitted resignations.
Effective June 4, 1999, the Corporation's Board of Directors is
comprised of the following individuals: Robert B. Allardice;
Richard W. Ferguson; Gary T. Handel and Frank N. Newman.
On June 10, 1999, the Arizona Court of Appeals, in response
to the Corporation's petition for rehearing in the Kroy Company
litigation, amended its April 20, 1999 opinion (which reinstated
the jury award of $18.3 million in compensatory damages plus any
prejudgment interest, trebling and attorney's fees and costs and
upheld the lower court's reduction of punitive damages to $5
million, as described in the Corporation's Quarterly Report for
the quarter ended March 31, 1999) to delete the order granting
prejudgment interest to plaintiffs, but otherwise denied the
Corporation's petition.
On June 10, 1999, David C. Fisher, the Corporation's
Controller and Principal Accounting Officer, resigned to assume a
new position at another major financial institution. On June 15,
1999, the Corporation announced that Richard H. Daniel, its Chief
Financial Officer, resigned to pursue other interests.
Item 7. Financial Statements and Exhibits
(B) Pro Forma Financial Information
Unaudited Pro Forma Condensed Financial Statements as
of March 31, 1999, for the three months ended March 31,
1999 and 1998 and for the year ended December 31, 1998.
(C) Exhibits
(99.1) Unaudited Pro Forma Condensed Financial Statements
as of March 31, 1999, for the three months ended
March 31, 1999 and 1998 and for the year ended
December 31, 1998.
(99.2) Press Release dated June 18, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, hereunto duly authorized.
BANKERS TRUST CORPORATION
By /s/ JAMES T. BYRNE, JR.
JAMES T. BYRNE, JR.
SENIOR VICE PRESIDENT AND SECRETARY
June 21, 1999
<PAGE>
BANKERS TRUST CORPORATION
FORM 8-K DATED JUNE 4, 1999
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
(99.1) Unaudited Pro Forma Condensed Financial Statements as
of March 31, 1999, for the three months ended March 31,
1999 and 1998 and for the year ended December 31, 1998.
(99.2) Press Release dated June 18, 1999
<PAGE>
EXHIBIT 99.1
BANKERS TRUST CORPORATION
UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
(IN MILLIONS, EXCEPT PER SHARE DATA)
The following Unaudited Pro Forma Condensed Statements of Income for
the three months ended March 31, 1999 and 1998 and the year ended December
31, 1998 and the Unaudited Pro Forma Condensed Balance Sheet as of March
31, 1999 give effect to Bankers Trust Corporation's ("BT" or the
"Corporation") transfer of its wholly-owned subsidiary BT Alex. Brown
Incorporated ("BTAB") and substantially all of its interest in Bankers
Trust International PLC ("BTI") to Deutsche Bank Securities Inc. ("DBSI")
and Deutsche Holdings (BTI) Ltd., respectively, which are wholly-owned
subsidiaries of Deutsche Bank AG ("Deutsche Bank"). The transfer of BTAB
to DBSI took the form of an exchange of stock pursuant to which BTAB became
a wholly-owned subsidiary of DBSI and the Corporation received shares of DB
U.S. Financial Markets Holding Corporation ("DBUS"), the parent of DBSI.
The Corporation, as part of an ongoing reorganization, intends to transfer,
by dividend or otherwise, the shares received to Taunus Corporation
("Taunus"), a U.S. holding corporation for Deutsche Bank. The pro forma
information is based on the historical consolidated financial statements of
BT after giving effect to the pro forma adjustments described in the Notes
to the Unaudited Pro Forma Condensed Financial Statements. The pro forma
financial data are not necessarily indicative of the results that actually
would have occurred had the transfer of BTAB and BTI been consummated on
the dates indicated or that may be obtained in the future.
<PAGE>
BANKERS TRUST CORPORATION
UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1999
BT BTAB and Pro Forma
Consolidated BTI Adjustments Pro Forma
(a) (b)
<S> <C> <C> <C> <C>
NET INTEREST REVENUE
Interest revenue $1,511 $ (619) $250 $1,142
Interest expense 1,250 (372) 60 938
NET INTEREST REVENUE 261 (247) 190 204
Provision for credit losses-loans - - - -
NET INTEREST REVENUE AFTER
PROVISION FOR CREDIT LOSSES-LOANS 261 (247) 190 204
NONINTEREST REVENUE
Trading 340 (97) 1 244
Fiduciary and funds management 271 (13) 258
Corporate finance fees 197 (137) 60
Other fees and commissions 211 (113) 98
Net revenue from equity investments 99 - 99
Securities available for sale gains
(losses) (4) (6) (10)
Insurance premiums 48 - 48
Other 87 (11) 35 111
Total noninterest revenue 1,249 (377) 36 908
NONINTEREST EXPENSES
Salaries and commissions 373 (131) 242
Incentive compensation and employee
benefits 432 (197) 235
Agency and other professional
service fees 91 (16) 9 84
Communication and data services 66 (25) 41
Occupancy, net 58 (11) 47
Furniture and equipment 69 (10) 59
Travel and entertainment 30 (15) 15
Provision for policyholder benefits 63 - 63
Other 119 (57) - 62
Total noninterest expenses 1,301 (462) 9 848
Income before income taxes 209 (162) 217 264
Income taxes 69 95
NET INCOME $ 140 $ 169
NET INCOME APPLICABLE TO
COMMON STOCK $ 134 N/A (c)
EARNINGS PER COMMON SHARE:
BASIC $1.33 N/A (c)
DILUTED $1.30 N/A (c)
Cash dividends declared
per common share $1.00 N/A (c)
Average common and common equivalent
shares outstanding - basic 100.658 N/A (c)
Average common and common equivalent shares
outstanding -diluted 102.957 N/A (c)
<FN>
N/A - Not Applicable
See Notes to Unaudited Pro Forma Condensed Financial Statements.
</TABLE>
<PAGE>
BANKERS TRUST CORPORATION
UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Three Months Ended March 31, 1998
BT BTAB and Pro Forma
Consolidated BTI Adjustments Pro Forma
(a) (b)
<S> <C> <C> <C> <C>
NET INTEREST REVENUE
Interest revenue $1,989 $ (900) $373 $1,462
Interest expense 1,587 (461) 46 1,172
NET INTEREST REVENUE 402 (439) 327 290
Provision (recoveries) for
credit losses-loans - (2) - (2)
NET INTEREST REVENUE AFTER PROVISION
(RECOVERIES) FOR CREDIT LOSSES-LOANS 402 (437) 327 292
NONINTEREST REVENUE
Trading 191 7 5 203
Fiduciary and funds management 261 (12) 249
Corporate finance fees 331 (220) 111
Other fees and commissions 160 (78) 82
Net revenue from equity investments 131 (1) 130
Securities available for sale gains
(losses) (6) (17) (23)
Insurance premiums 69 - 69
Other 94 (10) - 84
Total noninterest revenue 1,231 (331) 5 905
NONINTEREST EXPENSES
Salaries and commissions 336 (105) 231
Incentive compensation and employee
benefits 497 (182) 315
Agency and other professional
service fees 105 (10) 38 133
Communication and data services 54 (19) 35
Occupancy, net 46 (7) 39
Furniture and equipment 54 (7) 47
Travel and entertainment 37 (15) 22
Provision for policyholder benefits 85 - 85
Other 111 (51) 28 88
Total noninterest expenses 1,325 (396) 66 995
Income before income taxes 308 (372) 266 202
Income taxes 86 44
NET INCOME $ 222 $ 158
NET INCOME APPLICABLE TO
COMMON STOCK $ 211 N/A (c)
EARNINGS PER COMMON SHARE:
BASIC $2.08 N/A (c)
DILUTED $2.01 N/A (c)
Cash dividends declared
per common share $1.00 N/A (c)
Average common and common equivalent
shares outstanding - basic 101.357 N/A (c)
Average common and common equivalent shares
outstanding -diluted 105.123 N/A (c)
<FN>
N/A - Not Applicable
See Notes to Unaudited Pro Forma Condensed Financial Statements.
</TABLE>
<PAGE>
BANKERS TRUST CORPORATION
UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME
(IN MILLIONS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
For the Year Ended December 31, 1998
BT BTAB and Pro Forma
Consolidated BTI Adjustments Pro Forma
(a) (b)
<S> <C> <C> <C> <C>
NET INTEREST REVENUE
Interest revenue $8,291 $(3,892) $1,442 $5,841
Interest expense 6,919 (2,344) 269 4,844
NET INTEREST REVENUE 1,372 (1,548) 1,173 997
Provision (recoveries) for
credit losses-loans 40 (53) - (13)
NET INTEREST REVENUE AFTER PROVISION
(RECOVERIES) FOR CREDIT LOSSES-LOANS 1,332 (1,495) 1,173 1,010
NONINTEREST REVENUE
Trading (184) 464 20 300
Fiduciary and funds management 1,108 (52) 1,056
Corporate finance fees 1,255 (886) 369
Other fees and commissions 817 (470) 347
Net revenue from equity investments 302 (17) 285
Securities available for sale gains
(losses) (56) 36 (20)
Insurance premiums 256 - 256
Other 259 (47) - 212
Total noninterest revenue 3,757 (972) 20 2,805
NONINTEREST EXPENSES
Salaries and commissions 1,421 (483) 938
Incentive compensation and employee
benefits 1,530 (672) 858
Agency and other professional
service fees 501 (110) 128 519
Communication and data services 252 (91) 161
Occupancy, net 218 (41) (1) 176
Furniture and equipment 252 (35) 217
Travel and entertainment 171 (73) 98
Provision for policyholder benefits 322 322
Other 499 (207) 223 515
Total noninterest expenses 5,166 (1,712) 350 3,804
Income (loss) before income taxes (77) (755) 843 11
Income taxes (benefit) (4) (103)
NET INCOME (LOSS) $ (73) $ 114
NET INCOME (LOSS) APPLICABLE TO
COMMON STOCK $ (105) N/A(c)
EARNINGS (LOSS) PER COMMON SHARE:
BASIC $(1.05) N/A (c)
DILUTED $(1.05) N/A (c)
Cash dividends declared
per common share $4.00 N/A (c)
Average common and common equivalent
shares outstanding - basic 100.152 N/A (c)
Average common and common equivalent shares
outstanding -diluted* 100.152 N/A (c)
<FN>
N/A - Not Applicable
* Due to a loss for the year ended December 31, 1998, no incremental shares
are included in the loss per share calculation because the effect would be
antidilutive.
See Notes to Unaudited Pro Forma Condensed Financial Statements.
</TABLE>
<PAGE>
BANKERS TRUST CORPORATION
UNAUDITED PRO FORMA CONDENSED BALANCE SHEET
(IN MILLIONS)
<TABLE>
<CAPTION>
At March 31, 1999
BT BTAB and Pro Forma
Consolidated BTI Adjustments Pro Forma
(a) (b)
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 1,753 $ (128) $ 1,774(f) $ 3,399
Interest-bearing deposits with banks1,187 (379) 7,186 7,994
Federal funds sold 2,475 (461) - 2,014
Sec. purch. under resale agreements21,249 (11,386) 14,769 24,632
Securities borrowed 18,487 (18,129) - 358
Trading assets 39,179 (14,245) 13,071 38,005
Securities available for sale 10,371 (1,771) - 8,600
Loans, net of allowance for credit
losses of $603 19,690 (345) 1,474 20,819
Customer receivables 1,854 (1,854) - -
Accounts receivable & accrued
interest 3,677 (4,667) 3,856 2,866
Other assets 7,184 (834) 259(d) 6,609
Total $127,106 $(54,199) $42,389 $115,296
LIABILITIES
Noninterest-bearing deposits
Domestic offices $ 2,521 $ - $ 6 $ 2,527
Foreign offices 1,790 (1) 64 1,853
Interest-bearing deposits
Domestic offices 15,871 - - 15,871
Foreign offices 16,155 (1,287) 435 15,303
Total deposits 36,337 (1,288) 505 35,554
Trading liabilities 22,595 (10,974) 13,929 25,550
Securities loaned and securities sold
under repurchase agreements 15,889 (10,693) 4,179 9,375
Other short-term borrowings 18,438 (1,288) 2 17,152
Accounts payable and accrued
expenses 5,277 (5,586) 3,564 3,255
Other liabilities, including allowance
for credit losses of $18 5,351 (18) 12 5,345
Long-term debt 17,061 (2,627) 14,434
Mandatorily redeemable capital securities
of subsidiary trusts holding solely junior
subordinated deferrable interest debentures
included in risk-based capital 1,421 - - 1,421
Total liabilities 122,369 (32,474) 22,191 112,086
Total stockholders' equity 4,737 (3,461)(e) 1,934(d)(f) 3,210
Total $127,106 $(35,935) $24,125 $115,296
<FN>
See Notes to Unaudited Pro Forma Condensed Financial Statements.
</TABLE>
<PAGE>
BANKERS TRUST CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
(a) Elimination of BTAB's & BTI's third-party amounts from BT's historical
consolidated financial statements.
(b) Adjustment to record BTAB & BTI intercompany amounts as third-party
assets, liabilities, revenue or expense, as applicable. Intercompany
amounts were eliminated in BT's historical consolidated financial
statements.
(c) Pro forma cash dividends declared per common share, the pro forma
earnings per common share calculations and the pro forma average common
and common equivalent shares outstanding amounts are not meaningful,
and therefore not presented, since Deutsche Bank acquired all of the
outstanding shares of common stock of the Corporation from its
shareholders at a price of $93.00 per share on June 4, 1999.
(d) The Corporation is retaining a 10% voting interest in BTI. This
investment will be recorded as an investment in unconsolidated
subsidiaries and will be accounted for using the cost method of
accounting.
(e) The transfer of BTAB to DBSI took the form of an exchange of stock
pursuant to which BTAB became a wholly-owned subsidiary of DBSI and the
Corporation received shares of DBUS, the parent of DBSI. The
Corporation, as part of an ongoing reorganization, intends to transfer,
by dividend or otherwise, the shares received to Taunus. The pro forma
condensed financial statements assume the transfer of DBUS shares to
Taunus. As of March 31, 1999, the book value of BTAB and BTI was $1.1
billion and $2.4 billion, respectively.
(f) The difference between the cash consideration received upon transfer
of substantially all of the Corporation's interest in BTI ($1.7 billion)
and the net book value of BTI as of March 31, 1999 has been reflected as
a reduction in stockholders' equity.
<PAGE>
Exhibit 99.2
18 June, 1999 Sydney Australia
Deutsche Bank announces sale of Bankers Trust
Deutsche Bank AG today announced the sale of Bankers Trust
Australia Group (BTAG) to the Principal Financial Group for a
price of A$2.1 billion.
Total proceeds to Deutsche Bank from the transaction will exceed
A$3.3 billion comprising the sale price and a final dividend for
accumulated retained earnings.
The Principal Financial Group based in Des Moines, Iowa, is a
diversified insurance and financial services organisation with
A$128 billion in funds under management and over 10 million
customers.
The sale incorporates BT Funds Management, the leader in the
retail managed funds business in Australia and New Zealand, BT
Portfolio Services, BT Margin Lending and the BT Investment
Banking business in Australia.
Michael Dobson, Deutsche Bank Board Member responsible for Asset
Management said, "The sale achieves our objectives on price and
timing, and represents a good outcome for the shareholders of
Deutsche Bank as well as the clients and staff of BT Australia."
Clive Smith, Chairman of Deutsche Bank in Australia said "This is
a landmark transaction in the financial industry in Australia.
Deutsche Bank has conducted a very thorough sales process, which
has ensured the best results for all parties."
Prior to completion of the sale, Deutsche Bank will continue to
oversee the management of BTAG businesses in conjunction with BT
senior management and the Principal Financial Group.
"Investors can be assured that Deutsche Bank will continue to
take every step to ensure a smooth transition of ownership and
management of the Bankers Trust Australia Group" said Mr. Smith.
Ken Borda, Deutsche Bank Chief Executive in Australia said "We
have always been focussed on maximising Deutsche Bank shareholder
value from this sales process. The sale has been achieved within
2 weeks of our ownership and enables Deutsche Bank in Australia
to continue to focus on the growth of our own business, which has
seen record results to date in 1999."
The sale of BTAG is expected to be completed in the 3rd quarter
of 1999 and is conditional on regulatory approvals in Australia
and the USA.
The Principal Financial Group has indicated that it is not in its
overall strategy to retain the BT Investment Bank and advanced
discussions are in progress to on-sell this business.
<PAGE>
Deutsche Bank's continuing business in Australia includes
investment banking, where the Group is ranked number 1 Foreign
Bank in overall global markets activities, structured finance and
corporate advisory and ranked number 3 in equities. The group is
also ranked in the top 5 in institutional funds management with
A$24 billion under management.
<PAGE>
BANKERS TRUST CORPORATION
130 LIBERTY STREET
NEW YORK, NEW YORK 10006
James T. Byrne, Jr.
Senior Vice President and
Secretary
June 21, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
Accompanying this letter is Bankers Trust Corporation's
Report on Form 8-K dated June 4, 1999 (the "Form 8-K"). The Form
8-K is being filed electronically through the EDGAR System.
If there are any questions or comments in connection with
the enclosed filing, please contact the undersigned at 212-250-1869.
Very truly yours,
BANKERS TRUST CORPORATION
By:/S/ JAMES T. BYRNE, JR.
JAMES T. BYRNE, JR.
Senior Vice President
and Secretary
