-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FT7noTIMNDM2b83JOcGh/iH5nzUSSEkUJlRlPe58ef1NL/7rffww8ys7+zEknUw3 mSsno7EBy4A14+aYUA9Fnw== 0000009749-99-000048.txt : 19990623 0000009749-99-000048.hdr.sgml : 19990623 ACCESSION NUMBER: 0000009749-99-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990604 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 136180473 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-05920 FILM NUMBER: 99649499 BUSINESS ADDRESS: STREET 1: 130 LIBERTY ST CITY: NEW YORK STATE: NY ZIP: 10006 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 130 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10006 FORMER COMPANY: FORMER CONFORMED NAME: BANKERS TRUST NEW YORK CORP DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 8-K 1 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 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. 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 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 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 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. BANKERS TRUST CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA)
For the Three Months Ended March 31, 1999 BT BTAB and Pro Forma Consolidated BTI Adjustments Pro Forma (a) (b) 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) N/A - Not Applicable See Notes to Unaudited Pro Forma Condensed Financial Statements.
BANKERS TRUST CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA)
For the Three Months Ended March 31, 1998 BT BTAB and Pro Forma Consolidated BTI Adjustments Pro Forma (a) (b) 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) N/A - Not Applicable See Notes to Unaudited Pro Forma Condensed Financial Statements.
BANKERS TRUST CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA)
For the Year Ended December 31, 1998 BT BTAB and Pro Forma Consolidated BTI Adjustments Pro Forma (a) (b) 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) 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.
BANKERS TRUST CORPORATION UNAUDITED PRO FORMA CONDENSED BALANCE SHEET (IN MILLIONS)
At March 31, 1999 BT BTAB and Pro Forma Consolidated BTI Adjustments Pro Forma (a) (b) 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 See Notes to Unaudited Pro Forma Condensed Financial Statements.
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. 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. 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. 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 -----END PRIVACY-ENHANCED MESSAGE-----