-----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, UKMmE82xJLg1Yo5dmdW/xPtGDPj7yhRWSA62ukzpsz9H9mAjZVQ2ZZnhxoPj45/d RxzuO6AxMwHpayGIR4ko/g== 0000009749-99-000055.txt : 19990923 0000009749-99-000055.hdr.sgml : 19990923 ACCESSION NUMBER: 0000009749-99-000055 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990831 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990915 DATE AS OF CHANGE: 19990921 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST CORP CENTRAL INDEX KEY: 0000009749 STANDARD INDUSTRIAL CLASSIFICATION: 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: 99712291 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) 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 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. 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 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. 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. BANKERS TRUST CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME (IN MILLIONS)
For the Six Months Ended June 30, 1999 BT BTAB and Pro Forma Consolidated BTI** BTAL Adjustments Pro Forma (a) (b) (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) * 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.
BANKERS TRUST CORPORATION UNAUDITED PRO FORMA CONDENSED STATEMENT OF INCOME (IN MILLIONS, EXCEPT PER SHARE DATA)
For the Six Months Ended June 30, 1998 BT BTAB and Pro Forma Consolidated BTI BTAL Adjustments Pro Forma (a) (b) (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) 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 BTAL Adjustments Pro Forma (a) (b) (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) 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 June 30, 1999 BT Pro Forma Consolidated BTAL Adjustments Pro Forma (b) (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 See Notes to Unaudited Pro Forma Condensed Financial Statements.
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). 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 -----END PRIVACY-ENHANCED MESSAGE-----