-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, teDQk8bBb7pcsUJvwZv8OJ3JPkYNMcee1m96ed5tPvXH9VxtScV1fcRq+o6Q/htf SXuAKMI18geLwAKeD38Ngg== 0000891836-94-000013.txt : 19940331 0000891836-94-000013.hdr.sgml : 19940331 ACCESSION NUMBER: 0000891836-94-000013 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940321 ITEM INFORMATION: 5 ITEM INFORMATION: 7 FILED AS OF DATE: 19940328 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK 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: 34 SEC FILE NUMBER: 001-05920 FILM NUMBER: 94518126 BUSINESS ADDRESS: STREET 1: 280 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2122502500 MAIL ADDRESS: STREET 1: 280 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: BT NEW YORK CORP DATE OF NAME CHANGE: 19671107 8-K 1 BANKERS TRUST CURRENT REPORT ON FORM 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ______________ FORM 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) March 21, 1994 BANKERS TRUST NEW YORK CORPORATION (Exact Name of Registrant as Specified in Charter) New York 1-5920 13-6180473 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 250 Park Avenue, New York, New York 10017 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 250-2500 N/A (Former Name or Former Address, if Changed Since Last Report) 2 Item 5. Other Events On March 21, 1994, Bankers Trust New York Corporation (the "Corporation") entered into an underwriting agreement with Lehman Brothers Inc. and Smith Barney Shearson Inc. covering the issuance and sale of 8,000,000 Depositary Shares (the "Depositary Shares"), each representing a one-hundredth interest in a share of Adjustable Rate Cumulative Preferred Stock, Series Q ($2,500 Liquidation Preference) (the "Series Q Preferred Stock"). The Depositary Shares are to be issued pursuant to a Depositary Agreement, dated as of March 28, 1994, among the Corporation, Harris Trust Company of New York, as depositary, and the holders from time to time of the Depositary Receipts representing the Depositary Shares. The Depositary Shares and Series Q Preferred Stock were registered under the Securities Act of 1933 pursuant to the Corporation's shelf registration statement on Form S-3 (File No. 33-50395). Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. (1) Underwriting Agreement, dated March 21, 1994, between Bankers Trust New York Corporation and Lehman Brothers Inc. and Smith Barney Shearson Inc., as Underwriters. (4)(a) Form of Deposit Agreement, dated as of March 28, 1994 (the "Deposit Agreement"), among Bankers Trust New York Corporation, Harris Trust Company of New York, as depositary, and the holders from time to time of the Depositary Receipts issued thereunder, including Form of Depositary Receipt (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form 8-A of Bankers Trust New York Corporation, file number 1-5920). (4)(b) Form of Certificate representing the Adjustable Rate Cumulative Preferred Stock, Series Q ($2,500 Liquidation Preference) (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form 8-A of Bankers Trust New York Corporation, file number 1-5920). (4)(c) Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of 3 Bankers Trust New York Corporation relating to the Adjustable Rate Cumulative Preferred Stock, Series Q ($2,500 Liquidation Preference), filed with the State of New York on March 28, 1994 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Bankers Trust New York Corporation, file number 1-5920). (8) Opinion, dated August 19, 1993, of Sullivan & Cromwell, as special tax counsel to the Corporation, regarding certain tax matters. (24) Consent of Sullivan & Cromwell (included in Exhibit (8)). 4 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. Date: March 25, 1994 BANKERS TRUST NEW YORK CORPORATION By: GORDON S. CALDER, JR. Name: Gordon S. Calder, Jr. Title: Assistant Secretary 5 INDEX TO EXHIBITS (1) Underwriting Agreement, dated March 21, 1994, between Bankers Trust New York Corporation and Lehman Brothers Inc. and Smith Barney Shearson Inc., as Underwriters. (4)(a) Form of Deposit Agreement, dated as of March 28, 1994 (the "Deposit Agreement"), among Bankers Trust New York Corporation, Harris Trust Company of New York, as depositary, and the holders from time to time of the Depositary Receipts issued thereunder, including Form of Depositary Receipt (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form 8-A of Bankers Trust New York Corporation, file number 1-5920). (4)(b) Form of Certificate representing the Adjustable Rate Cumulative Preferred Stock, Series Q ($2,500 Liquidation Preference) (incorporated by reference to Exhibit 4.4 to the Registration Statement on Form 8-A of Bankers Trust New York Corporation, file number 1-5920). (4)(c) Certificate of Amendment to the Restated Certificate of Incorporation, as amended, of Bankers Trust New York Corporation relating to the Adjustable Rate Cumulative Preferred Stock, Series Q ($2,500 Liquidation Preference), filed with the State of New York on March 28, 1994 (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form 8-A of Bankers Trust New York Corporation, file number 1-5920). (8) Opinion, dated August 19, 1993, of Sullivan & Cromwell, as special tax counsel to the Corporation, regarding certain tax matters. (24) Consent of Sullivan & Cromwell (included in Exhibit (8)). EX-1 2 BANKERS TRUST FORM 8-K UNDERWRITING AGREEMENT EXHIBIT (1) UNDERWRITING AGREEMENT Bankers Trust New York Corporation, 280 Park Avenue, New York, New York 10017. Dear Sirs: We, as Underwriters (the "Underwriters"), understand that Bankers Trust New York Corporation, a New York corporation (the "Corporation"), proposes to issue and sell 80,000 shares of its Adjustable Rate Cumulative Preferred Stock, Series Q ($2,500 Liquidation Preference) (the "Offered Shares") to us, to be deposited against delivery of depositary receipts (the "Depositary Receipts"), evidencing depositary shares (the "Depositary Shares", and with the Offered Shares, the "Securities"), to be issued by Harris Trust Company of New York, as depositary (the "Depositary") pursuant to a deposit agreement, dated as of March 28, 1994, among the Corporation, the Depositary and the holders from time to time of the Depositary Receipts. The terms of the Securities are set forth in the Registration Statement and Basic Prospectus referred to in the provisions incorporated herein by reference, as supplemented by a Prospectus Supplement dated March 21, 1994. All the provisions contained in the document entitled Bankers Trust New York Corporation Series Preferred Stock Underwriting Agreement Standard Provisions (September 1993), a copy of which you have previously received, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; provided, however, that such provisions shall be supplemented and, to the extent inconsistent with the following provision, superseded, by the following provision: (i) This Agreement shall be subject to termination in the Underwriter's absolute discretion, by notice given to the Corporation prior to delivery of and payment for the Securities if, prior to such time, any of the following events occurs: (a) trading in securities generally on the New York Stock Exchange, or on any other stock exchange or automated quotation system on which the Securities are or are to be listed or to which the Securities shall have been or are to be admitted for quotation, shall have been suspended or materially limited, (b) trading in securities of the Corporation specifically on the New York Stock Exchange or the American Stock Exchange shall have been suspended or materially limited and such suspension or material limitation is in effect or exists on the 2 Closing Date, or (c) a general moratorium on commercial banking activities in New York shall have been declared by either Federal or New York State authorities or (d) there shall have occurred any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war the effect of which on the financial markets of the United States is such as to make it, in the reasonable judgment of the Underwriters, impracticable to market the Securities on the terms and in the manner described in the Prospectus. Subject to the terms and conditions set forth herein or incorporated by reference herein, the Corporation hereby agrees to sell and we hereby agree, severally and not jointly, to purchase the number of Depositary Shares set forth opposite our respective names in Schedule I hereto at a purchase price of $24.2125 per Depositary Share, plus accrued dividends, if any, from March 28, 1994; provided, however, that in the case of Depositary Shares sold to certain institutional investors, the purchase price shall be $24.50 per Depositary Share, plus accrued dividends, if any, from March 28, 1994 to the date of payment and delivery. We will pay for such Securities upon delivery thereof at the offices of the Corporation, 130 Liberty Street, New York, New York, at 10:00 A.M. (New York City time), on March 28, 1994 or at such other time, not later than April 4, 1994, as shall be designated by us, such time being referred to herein as the "Closing Date". The certificate representing the Offered Shares will be delivered by us to, and deposited with, the Depositary against delivery of Depositary Receipts representing Depositary Shares. Such Depositary Receipts shall be issued in such denominations and registered in such names as we shall request and shall be made available for checking and packaging at the above office of the Corporation at least 24 hours prior to the Closing Date. Please confirm your agreement by having an authorized officer sign a copy of this Agreement in the 3 space set forth below and by returning the signed copy to us. Very truly yours, LEHMAN BROTHERS INC. SMITH BARNEY SHEARSON INC. By: LEHMAN BROTHERS INC. By: BRADLEY H. JACK Name: Bradley H. Jack Title: Managing Director Accepted: BANKERS TRUST NEW YORK CORPORATION By: DUNCAN P. HENNES Name: Duncan P. Hennes Title: Senior Vice President 4 Schedule I
Number of Name of Underwriter Offered Shares Lehman Brothers Inc. . . . . . . . . . . . . . . . . . 5,080,000 Smith Barney Shearson Inc. . . . . . . . . . . . . . . 2,920,000 Total . . . . . . . . . . . . . . . . . . . . 8,000,000
EX-8 3 BANKERS TRUST FORM 8-K TAX OPINION EXHIBIT (8) SULLIVAN & CROMWELL 125 Broad Street New York, New York 10025 212-558-3175 March 28, 1994 Bankers Trust New York Corporation, 280 Park Avenue, New York, New York 10017. Ladies and Gentlemen: As special tax counsel to Bankers Trust New York Corporation, a New York corporation (the "Corporation"), in connection with the issuance by the Corporation of 8,000,000 Depository Shares each representing a one hundredth interest in a share of Adjustable Rate Cumulative Preferred Stock, Series Q ($2,500 Liquidation Preference), we hereby confirm to you our opinion as set forth under the heading "Certain Federal Income Tax Considerations" in the Prospectus Supplement, dated March 31, 1994 (the "Prospectus Supplement"). We hereby consent to the filing with the Securities and Exchange Commission of this letter as an exhibit to the Corporation's Current Report on Form 8-K, dated March 21, 1994, and the Registration Statement (File No. 33-50395) previously filed with the Securities and Exchange Commission, and to the reference to us in the Prospectus Supplement under the caption "Certain Federal Income Tax Considerations". In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended. Very truly yours, SULLIVAN & CROMWELL -----END PRIVACY-ENHANCED MESSAGE-----