<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) August 31, 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 2. Acquisition or Disposition of Assets
On August 31, 1999, the Corporation sold Bankers Trust
Australia Limited ("BTAL"), a wholly-owned subsidiary, to the
Principal Financial Group for a price of approximately $1.4
billion. Based upon preliminary information, the Corporation
currently expects to recognize an after-tax gain of approximately
$250 million in the third quarter of 1999.
Prior to the sale, BTAL remitted to the Corporation a
dividend for accumulated retained earnings which included
proceeds from BTAL's sale of its investment banking division to
Macquarie Bank. The Corporation also received cash for the
assumption of certain BTAL long-term debt. In addition, the
Corporation is entitled to receive an additional payment 60-120
days after the closing. The amount is not determinable at this
time and is therefore not reflected in the unaudited pro forma
financial statements.
See Item 7 below for certain unaudited pro forma financial
statements, which give effect to the sale of BTAL, filed as
Exhibit 99.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits
(B) Pro Forma Financial Information
Unaudited Pro Forma Condensed Financial Statements as
of June 30, 1999, for the six months ended June 30, 1999
and 1998 and for the year ended December 31, 1998.
(C) Exhibits
(99.1) Unaudited Pro Forma Condensed Financial Statements
as of June 30, 1999, for the six months ended June
30, 1999 and 1998 and for the year ended December
31, 1998.
<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/ RONALD HASSEN
RONALD HASSEN
SENIOR VICE PRESIDENT, CONTROLLER
AND PRINCIPAL ACCOUNTING OFFICER
September 15, 1999
<PAGE>
BANKERS TRUST CORPORATION
FORM 8-K DATED AUGUST 31, 1999
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
(99.1) Unaudited Pro Forma Condensed Financial Statements as
of June 30, 1999, for the six months ended June 30, 1999
and 1998 and for the year ended December 31, 1998.
<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 six months ended June 30, 1999 and 1998 and the year ended December 31,
1998 and the Unaudited Pro Forma Condensed Balance Sheet as of June 30,
1999 give effect to Bankers Trust Corporation's ("BT" or the "Corporation")
sale of its wholly-owned subsidiary Bankers Trust Australia Limited
("BTAL") to the Principal Financial Group for a price of approximately $1.4
billion. In addition, the following Unaudited Pro Forma Condensed
Statements of Income for the six months ended June 30, 1999 and 1998 and
the year ended December 31, 1998 give effect to the Corporation's transfer
on June 5, 1999 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. and Deutsche
Holdings (BTI) Ltd., respectively, which are wholly-owned subsidiaries of
Deutsche Bank AG. For more information on the transfer of BTAB and BTI,
see the Corporation's Quarterly Report of Form 10-Q for the quarter ended
June 30, 1999 and the Corporation's Current Report on Form 8-K dated June
4, 1999.
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 gain on the sale of BTAL has not been considered in the
unaudited pro forma condensed income statements due to its nonrecurring
nature. The pro forma financial data are not necessarily indicative of the
results that actually would have occurred had the sale of BTAL and 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)
<TABLE>
<CAPTION>
For the Six Months Ended June 30, 1999
BT BTAB and Pro Forma
Consolidated BTI** BTAL Adjustments Pro Forma
(a) (b) (c)
<S> <C> <C> <C> <C> <C>
NET INTEREST REVENUE
Interest revenue $2,804 $ (465) $ (248) $ 18 $ 2,109
Interest expense 2,307 (319) (191) 18 1,815
NET INTEREST REVENUE 497 (146) (57) - 294
Provision for credit
losses-loans (25) 26 - - 1
NET INTEREST REVENUE AFTER
PROVISION FOR CREDIT
LOSSES-LOANS 522 (172) (57) - 293
NONINTEREST REVENUE
Trading (67) 307 (47) (4) 189
Fiduciary and funds
management 555 (24) (114) - 417
Corporate finance fees 442 (285) (19) - 138
Other fees and commissions 364 (175) (10) - 179
Net revenue from equity
investments 108 - - - 108
Securities available for sale gains
(losses) (143) 108 - - (35)
Insurance premiums 86 - - - 86
Other (88) 220 (5) 5 132
Total noninterest revenue 1,257 151 (195) 1 1,214
NONINTEREST EXPENSES
Salaries and commissions 710 (226) (67) - 417
Incentive compensation and employee
benefits* 1,816 (776) (120) - 920
Agency and other professional
service fees 250 20 (16) - 254
Communication and data
services 132 (44) (6) - 82
Occupancy, net 120 (20) (11) - 89
Furniture and equipment 138 (16) (13) - 109
Travel and entertainment 84 (40) (7) - 37
Provision for policyholder
benefits 114 - - - 114
Other 280 281 (25) 12 548
Restructuring charge 459 - - - 459
Total noninterest expenses 4,103 (821) (265) 12 3,029
Income (loss) before income
taxes (2,324) 800 13 (11) (1,522)
Income taxes (benefit) (516) (292)
NET INCOME (LOSS) $ (1,808) $(1,230)
<FN>
* Includes charges of approximately $1.1 billion in change-in-control
related costs.
** Includes results of operations of BTAB and BTI through the transfer
date, June 5, 1999.
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 Six Months Ended June 30, 1998
BT BTAB and Pro Forma
Consolidated BTI BTAL Adjustments Pro Forma
(a) (b) (c)
<S> <C> <C> <C> <C> <C>
NET INTEREST REVENUE
Interest revenue $4,294 $ (1,000) $(185) $ 5 $3,114
Interest expense 3,526 (784) (124) (3) 2,615
NET INTEREST REVENUE 768 (216) (61) 8 499
Provision for credit
losses-loans - (29) - - (29)
NET INTEREST REVENUE AFTER
PROVISION FOR CREDIT
LOSSES-LOANS 768 (187) (61) 8 528
NONINTEREST REVENUE
Trading 228 143 (41) (3) 327
Fiduciary and funds
management 546 (26) (118) - 402
Corporate finance fees 723 (504) (23) - 196
Other fees and commissions 366 (197) (5) - 164
Net revenue from equity
investments 204 (3) - - 201
Securities available for
sale gains (losses) 44 (25) - - 19
Insurance premiums 128 - - - 128
Other 174 160 - 1 335
Total noninterest revenue 2,413 (452) (187) (2) 1,772
NONINTEREST EXPENSES
Salaries and commissions 697 (233) (59) - 405
Incentive compensation and
employee benefits 914 (399) (49) - 466
Agency and other professional
service fees 252 31 (17) - 266
Communication and data
services 115 (41) (5) - 69
Occupancy, net 100 (18) (9) - 73
Furniture and equipment 110 (17) (11) - 82
Travel and entertainment 79 (32) (6) - 41
Provision for policyholder
benefits 159 - - - 159
Other 219 175 (14) 10 390
Total noninterest expenses 2,645 (534) (170) 10 1,951
Income before income taxes 536 (105) (78) (4) 349
Income taxes 150 55
NET INCOME $ 386 $ 294
NET INCOME APPLICABLE TO
COMMON STOCK $ 366 N/A (d)
EARNINGS PER COMMON SHARE:
BASIC $3.62 N/A (d)
DILUTED $3.46 N/A (d)
Cash dividends declared
per common share $2.00 N/A (d)
Average common and common equivalent
shares outstanding
- basic 101.154 N/A (d)
Average common and common equivalent shares
outstanding -diluted 105.886 N/A (d)
<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 BTAL Adjustments Pro Forma
(a) (b) (c)
<S> <C> <C> <C> <C> <C>
NET INTEREST REVENUE
Interest revenue $8,291 $(2,450) $(416) $14 $5,439
Interest expense 6,919 (2,075) (280) (3) 4,561
NET INTEREST REVENUE 1,372 (375) (136) 17 878
Provision for credit
losses-loans 40 (53) (7) - (20)
NET INTEREST REVENUE
AFTER PROVISION FOR
CREDIT LOSSES-LOANS 1,332 (322) (129) 17 898
NONINTEREST REVENUE
Trading (184) 484 (106) (3) 191
Fiduciary and funds
management 1,108 (52) (224) - 832
Corporate finance fees 1,255 (886) (38) - 331
Other fees and commissions 817 (470) (13) - 334
Net revenue from equity
investments 302 (17) - - 285
Securities available for sale gains
(losses) (56) 36 - - (20)
Insurance premiums 256 - - - 256
Other 259 (47) - 6 218
Total noninterest revenue 3,757 (952) (381) 3 2,427
NONINTEREST EXPENSES
Salaries and commissions 1,421 (483) (120) - 818
Incentive compensation and employee
benefits 1,530 (672) (83) - 775
Agency and other professional
service fees 501 18 (30) - 489
Communication and data
services 252 (91) (9) - 152
Occupancy, net 218 (42) (18) - 158
Furniture and equipment 252 (35) (21) - 196
Travel and entertainment 171 (73) (13) - 85
Provision for policyholder
benefits 322 - - - 322
Other 499 16 (30) 23 508
Total noninterest expenses 5,166 (1,362) (324) 23 3,503
Income (loss) before income
taxes (77) 88 (186) (3) (178)
Income taxes (benefit) (4) (171)
NET INCOME (LOSS) $ (73) $ (7)
NET INCOME (LOSS) APPLICABLE
TO COMMON STOCK $ (105) N/A(d)
EARNINGS (LOSS) PER COMMON SHARE:
BASIC $(1.05) N/A (d)
DILUTED $(1.05) N/A (d)
Cash dividends declared
per common share $4.00 N/A (d)
Average common and common
equivalent shares
outstanding - basic 100.152 N/A (d)
Average common and common
equivalent shares
outstanding -diluted* 100.152 N/A (d)
<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 June 30, 1999
BT Pro Forma
Consolidated BTAL Adjustments Pro Forma
(b) (c)
<S> <C> <C> <C> <C>
ASSETS
Cash and due from banks $ 2,152 $ (151) $2,224(e) $ 4,225
Interest-bearing deposits with banks7,412 (47) 817 8,182
Federal funds sold 708 - - 708
Sec. purch. under resale agreements18,841 (2,919) - 15,922
Securities borrowed 156 (156) - -
Trading assets 26,375 (4,459) 857 22,773
Securities available for sale 2,041 (135) - 1,906
Loans, net of allowance for credit
losses of $532 23,711 (2,442) 6 21,275
Customer receivables 4 - - 4
Accounts receivable & accrued
interest 2,485 (219) 3 2,269
Other assets 8,068 (227) 8 7,849
Total $91,953 $(10,755) $3,915 $85,113
LIABILITIES
Noninterest-bearing deposits
Domestic offices $ 2,463 $ - $ - $2,463
Foreign offices 3,106 (11) (70) 3,025
Interest-bearing deposits
Domestic offices 14,870 - - 14,870
Foreign offices 12,717 (1,419) 857 12,155
Total deposits 33,156 (1,430) 787 32,513
Trading liabilities 16,943 (3,968) 704 13,679
Securities loaned and securities sold
under repurchase agreements 1,871 (1,267) - 604
Other short-term borrowings 12,029 (1,867) - 10,162
Accounts payable and accrued
expenses 5,062 (499) 35 4,598
Other liabilities, including allowance
for credit losses of $14 3,664 (220) 490 3,934
Long-term debt 13,802 (268) 263(f) 13,797
Mandatorily redeemable capital securities
of subsidiary trusts holding solely junior
subordinated deferrable interest debentures
included in risk-based capital 1,423 - - 1,423
Total liabilities 87,950 (9,519) 2,279 80,710
Total stockholders' equity 4,003 (1,236) 1,636 4,403
Total $91,953 $(10,755) $3,915 $85,113
<FN>
See Notes to Unaudited Pro Forma Condensed Financial Statements.
</TABLE>
<PAGE>
BANKERS TRUST CORPORATION
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
(a) Amounts represent the elimination of BTAB's & BTI's third-party
amounts from BT's historical consolidated financial statements and
adjustments 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. The Corporation's historical balance sheet as of June 30,
1999 reflects the June 5, 1999 transfer of BTAB and BTI; accordingly,
no adjustments to the Unaudited Pro Forma Condensed Balance Sheet are
necessary. For more information on the transfer of BTAB and BTI, see the
Corporation's Quarterly Report of Form 10-Q for the quarter ended June
30, 1999 and the Corporation's Current Report on Form 8-K dated June 4,
1999.
(b) Elimination of BTAL's third-party amounts from BT's historical
consolidated financial statements.
(c) Adjustment to record BTAL intercompany amounts as third-party assets,
liabilities, revenue or expense, as applicable. Intercompany amounts
were eliminated in BT's historical consolidated financial statements.
(d) 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 AG
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.
(e) Adjustment to record cash received from the Principal Financial Group
in addition to cash received from BTAL for the Corporation's
assumption of certain BTAL long-term debt. In addition, the
adjustment includes a dividend for accumulated retained earnings
received from BTAL prior to the sale.
(f) Adjustment to record the Corporation's assumption of certain BTAL long-
term debt. See Note (e).
<PAGE>
BANKERS TRUST CORPORATION
130 LIBERTY STREET
NEW YORK, NEW YORK 10006
Ronald Hassen
Senior Vice President, Controller and
Principal Accounting Officer
September 15, 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 August 31, 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 212-250-4881.
Very truly yours,
BANKERS TRUST CORPORATION
By:/S/ RONALD HASSEN
RONALD HASSEN
Senior Vice President, Controller
and Principal Accounting Officer
