-----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, LxItwpEkryiRL7iiKtzwWisg7yVir8V0x5c9ntu/Gblo51Ig/BYkLIYBkOab+Rh7 NxHP8et8G2Co4xBB2qbUXA== 0000950130-96-003735.txt : 19961002 0000950130-96-003735.hdr.sgml : 19961002 ACCESSION NUMBER: 0000950130-96-003735 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961001 SROS: AMEX SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BANKERS TRUST NEW YORK 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-65301 FILM NUMBER: 96637754 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 424B2 1 PROSPECTUS SUPPLEMENT RULE NO. 424(b)(2) REGISTRATION NO. 33-65301 PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED MAY 31, 1996 $250,000,000 [LOGO] BANKERS TRUST NEW YORK CORPORATION 6 3/4% NOTES DUE OCTOBER 3, 2001 ------------------ Interest on the Offered Notes is payable by Bankers Trust New York Corporation (the "Corporation") semi-annually on April 3 and October 3 of each year, beginning April 3, 1997, and the Offered Notes will mature on October 3, 2001. The Offered Notes may not be redeemed prior to their maturity and are not subject to any sinking fund. See "Description of Debt Securities" in the Prospectus accompanying this Prospectus Supplement. The Offered Notes will be represented by Global Debt Securities registered in the name of the nominee of The Depository Trust Company, New York, New York ("DTC"), which will act as the Depository. Interests in the Offered Notes represented by Global Debt Securities will be shown on, and transfers thereof will be effected only through, records maintained by the Depository and its direct and indirect participants. Except as described herein, Offered Notes in definitive form will not be issued. Settlement for the Offered Notes will be made in immediately available funds. The Offered Notes will trade in the Depository's Same-Day Funds Settlement System and secondary market trading activity for the Offered Notes will therefore settle in immediately available funds. All payments of principal and interest will be made by the Corporation in immediately available funds or the equivalent. See "Certain Terms of the Offered Notes--Same-Day Settlement and Payment." ------------------ THE OFFERED NOTES ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF A BANK AND ARE NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY. ------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------------------- - --------------------------------------------------------------------------------------------- Underwriting Price to Discounts and Proceeds to Public(1) Commissions Corporation(1)(2) - --------------------------------------------------------------------------------------------- Per Offered Note 99.540% .207% 99.333% - --------------------------------------------------------------------------------------------- Total $248,850,000 $517,500 $248,332,500 - --------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------
1. Plus accrued interest from October 3, 1996, if any. 2. Before deduction of expenses payable by the Corporation estimated at $100,000. ------------------ The Offered Notes offered by the Underwriter are subject to prior sale, receipt and acceptance by the Underwriter and subject to the right of the Underwriter to reject any order in whole or in part and to certain other conditions. It is expected that delivery of the Offered Notes, in book entry form, will be made through the facilities of DTC on or about October 3, 1996 against payment in immediately available funds. UBS SECURITIES September 30, 1996 BANKERS TRUST NEW YORK CORPORATION GENERAL Bankers Trust New York Corporation (the "Corporation") is a bank holding company, incorporated under the laws of the State of New York in 1965. At June 30, 1996, the Corporation had consolidated total assets of $114.6 billion. The Corporation's principal banking subsidiary is Bankers Trust Company ("Bankers"). Bankers, founded in 1903, is among the largest commercial banks in New York City and the United States, based on consolidated total assets. The Corporation concentrates its financial and managerial resources on selected markets and services its clients by meeting their needs for financing, advisory, processing and sophisticated risk management solutions. The core organizational units of the Corporation are Investment Banking, Risk Management Products & Services, Trading & Sales, Investment Management, Client Processing Services, Australia/New Zealand, Asia, Latin America and Corporate. Among the institutional market segments served are corporations, banks, other financial institutions, governments and agencies, retirement plans, not-for-profit organizations, wealthy individuals, foundations and private companies. Bankers originates loans and other forms of credit, accepts deposits, arranges financings and provides numerous other commercial banking and financial services. Bankers provides a broad range of financial advisory services to its clients. It also engages in the proprietary trading of currencies, securities, derivatives and commodities. The Corporation is a legal entity separate and distinct from its subsidiaries, including Bankers. There are various legal limitations governing the extent to which certain of the Corporation's subsidiaries may extend credit, pay dividends or otherwise supply funds to, or engage in transactions with, the Corporation or certain of its other subsidiaries. The rights of the Corporation to participate in any distribution of assets of any subsidiary upon its dissolution, winding-up, liquidation or reorganization or otherwise are subject to the prior claims of creditors of that subsidiary, except to the extent that the Corporation may itself be a creditor of that subsidiary and its claims are recognized. Claims on the Corporation's subsidiaries by creditors other than the Corporation include long-term debt and substantial obligations with respect to deposit liabilities, trading liabilities, federal funds purchased, securities sold under repurchase agreements and commercial paper, as well as short-term borrowings and accounts payable. The Corporation's principal executive offices are located at 130 Liberty Street, New York, New York 10006 and its telephone number is (212) 250-2500. CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES
SIX MONTHS ENDED JUNE YEAR ENDED DECEMBER 31, 30, ------------------------ ---------- 1991 1992 1993 1994 1995 1996 ---- ---- ---- ---- ---- ---------- Excluding Interest on Deposits....... 1.40 1.44 1.71 1.28 1.05 1.20 Including Interest on Deposits....... 1.22 1.28 1.48 1.21 1.03 1.15
For purposes of computing these consolidated ratios, earnings represent income before income taxes, cumulative effects of accounting changes and equity in undistributed income of unconsolidated subsidiaries and affiliates, plus fixed charges excluding capitalized interest. Fixed charges represent all interest expense (ratios are presented both excluding and including interest on deposits), the portion of net rental expense which is deemed representative of the interest factor, the amortization of debt issuance expense and capitalized interest. CONSOLIDATED RESULTS OF OPERATIONS The Corporation earned $151 million, or $1.67 primary earnings per share, in the second quarter of 1996. The second quarter earnings improved from both the first quarter 1996 results of $138 million, or $1.52 primary earnings per share, and from the second quarter 1995 results of $91 million, or $.98 primary earnings per share. Return on average common equity increased to 13% in the second quarter of 1996. Details with respect to the foregoing are set forth in the Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996, which is incorporated herein by reference. S-2 SELECTED CONSOLIDATED FINANCIAL DATA AND OTHER INFORMATION The following selected consolidated financial data at and for each of the three years ended December 31, 1995, have been derived from and are qualified in their entirety by the detailed financial information and consolidated financial statements of the Corporation included in its Annual Report on Form 10-K for the year ended December 31, 1995 ("Form 10-K") which is incorporated herein by reference. The consolidated financial data at and for the six months ended June 30, 1995 and 1996 are unaudited but, in the opinion of management, all material adjustments necessary for a fair presentation of the Corporation's results of operations for such periods have been made. All such adjustments were of a normal recurring nature. The results for the six months ended June 30, 1996, are not necessarily indicative of the results for the full year or any other interim period.
AT OR FOR THE AT OR FOR THE YEAR ENDED SIX MONTHS ENDED DECEMBER 31, JUNE 30, ------------------------- --------------------- 1993 1994 1995 1995 1996 ------- ------- ------- ------- ------- ($ IN MILLIONS, EXCEPT PER SHARE DATA) Condensed Consolidated Statement of Income: Interest revenue........... $ 4,436 $ 5,030 $ 5,886 $ 2,873 $ 3,049 Interest expense........... 3,122 3,858 5,069 2,469 2,593 ------- ------- ------- ------- ------- Net interest revenue....... 1,314 1,172 817 404 456 Provision for credit loss- es........................ 93 25 31 14 5 ------- ------- ------- ------- ------- Net interest revenue after provision for credit losses.................... 1,221 1,147 786 390 451 Noninterest revenue........ 3,364 2,473 2,423 929 1,548 Noninterest expenses....... 3,035 2,751 2,898 1,412 1,586 ------- ------- ------- ------- ------- Income (loss) before in- come taxes and cumulative effects of accounting changes................... 1,550 869 311 (93) 413 Income taxes (benefit)..... 480 254 96 (27) 124 ------- ------- ------- ------- ------- Income (loss) before cumu- lative effects of ac- counting changes.......... 1,070 615 215 (66) 289 Cumulative effects of ac- counting changes (1)...... (75) -- -- -- -- ------- ------- ------- ------- ------- Net income (loss).......... $ 995 $ 615 $ 215 $ (66) $ 289 ======= ======= ======= ======= ======= Net income (loss) applica- ble to common stock....... $ 972 $ 587 $ 164 $ (86) $ 260 ======= ======= ======= ======= ======= Per Common Share Data: Primary earnings (loss) per share Income (loss) before cu- mulative effects of ac- counting changes......... $ 12.40 $ 7.17 $ 2.03 $ (1.10) $ 3.19 Net income (loss)......... 11.51 7.17 2.03 (1.10) 3.19 Fully diluted earnings (loss) per share Income (loss) before cu- mulative effects of ac- counting changes......... 12.29 7.17 2.02 (1.10) 3.17 Net income (loss)......... 11.41 7.17 2.02 (1.10) 3.17 Cash dividends declared.... 3.24 3.70 4.00 2.00 2.00 --as a percentage of net income (2)............... 26% 52% 198% N/M 63% Book value (3)............. $ 51.90 $ 53.67 $ 50.58 $ 49.80 $ 51.86 Profitability Ratios: Return on average common stockholders' equity (2).. 26.33% 13.48% 3.98% N/M 12.4% Return on average total assets (2)................ 1.25 .59 .20 N/M .50 Consolidated Balances, End of Period: Trading assets............. $48,276 $47,514 $47,893 $50,565 $43,775 Loans...................... 15,200 12,501 12,633 11,537 14,249 Total assets............... 92,082 97,016 104,002 102,937 114,601 Deposits................... 22,776 24,939 25,708 22,605 25,293 Securities sold under re- purchase agreements....... 23,834 15,617 15,247 18,933 24,050 Other short-term borrowings................ 18,992 18,222 15,761 14,010 15,755 Long-term debt............. 5,597 6,455 9,294 7,514 10,709 Common stockholders' equi- ty........................ 4,284 4,309 4,119 4,026 4,301 Total stockholders' equi- ty........................ 4,534 4,704 4,984 4,889 5,167 Consolidated Capital Ratios, End of Period: Common stockholders' eq- uity to total assets...... 4.65% 4.44% 3.96% 3.9% 3.8% Total stockholders' equity to total assets........... 4.92 4.85 4.79 4.8 4.5 Risk-based capital ratios (4) Tier 1 Capital........... 8.50 9.05 8.51 8.6 8.3 Total Capital............ 14.46 14.77 13.90 13.9 13.5 Leverage Ratio............. 6.28 5.26 5.12 5.5 5.5 EMPLOYEES................... 13,571 14,529 14,069 13,787 14,278
- ------- (1) The Corporation adopted the accounting standards for postretirement benefits other than pensions (SFAS 106) and postemployment benefits (SFAS 112) effective January 1, 1993. (2) These figures exclude the cumulative effects of accounting changes recorded in 1993. (3) This calculation includes the effect of the vested portion of common shares issuable under deferred stock awards. (4) At December 31, 1995, December 31, 1994 and December 31, 1993, all three regulatory capital ratios excluded any benefit from the adoption of SFAS 115. N/M--Not meaningful S-3 CERTAIN TERMS OF THE OFFERED NOTES GENERAL The Corporation's 6 3/4% Notes due October 3, 2001 offered hereby (the "Offered Notes") will be limited to $250,000,000 aggregate principal amount and will mature on October 3, 2001. The Offered Notes may not be redeemed prior to stated maturity and are not entitled to any sinking fund. The Offered Notes will be issued pursuant to an Indenture, dated as of November 1, 1991, between the Corporation and The Chase Manhattan Bank, as Trustee (the "Trustee"), as supplemented by the First Supplemental Indenture thereto, dated as of September 1, 1993, between the Corporation and the Trustee (collectively, the "Indenture"). The Offered Notes will bear interest at the rate of 6 3/4% per annum from October 3, 1996, payable semi-annually on April 3 and October 3 in each year, beginning on April 3, 1997, to the persons in whose names the Offered Notes (or any predecessor Offered Notes) are registered at the close of business on the fifteenth day next preceding such interest payment date. The Offered Notes will be issued in fully registered form, in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The paying agent, registrar and transfer agent for the Offered Notes will be the corporate trust department of Bankers in The City of New York. Reference should be made to the Prospectus for a description of other terms of the Offered Notes and the information contained herein concerning the Offered Notes is qualified by reference to the provisions of the Indenture, including the definitions therein of certain terms. See "Description of Debt Securities." Defined terms used but not defined in this Prospectus Supplement have the meanings ascribed to them in the Prospectus. BOOK-ENTRY SYSTEM The Offered Notes will be issued in the form of one or more fully registered Global Securities (collectively, the "Global Security"), which will be deposited with, or on behalf of, The Depository Trust Company, New York, New York ("DTC"), as depository for the Global Security (the "Depository"), and registered in the name of DTC's nominee. Transfers or exchanges of beneficial interests in the Global Security may be effected only through a participating member of DTC. Under certain limited circumstances Offered Notes may be issued in certificated form in exchange for the Global Security. See "Book-Entry Securities" in the Prospectus accompanying this Prospectus Supplement. In the event that Offered Notes are issued in certificated form, such Offered Notes may be transferred or exchanged at the offices described in the second following paragraph. Payment of principal of, and interest on, Offered Notes registered in the name of DTC or its nominee will be made to DTC or its nominee, as the case may be, as the registered owner of the Global Security. None of the Corporation, the Trustee, any Paying Agent or any other agent of the Corporation or the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Global Security or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. In the event that Offered Notes are issued in certificated form, principal and interest will be payable, the transfer of the Offered Notes will be registrable and Offered Notes will be exchangeable for Offered Notes bearing identical terms and provisions at the office of the agent of the Corporation in The City of New York designated for such purpose, provided that payment of interest may be made at the option of the Corporation by check mailed to the address of the person entitled thereto. S-4 SAME-DAY SETTLEMENT AND PAYMENT Settlement for the Offered Notes will be made by the Underwriter in immediately available funds. All payments of principal and interest will be made by the Corporation in immediately available funds or the equivalent, so long as the Depository continues to make its Same-Day Funds Settlement System available to the Corporation. Secondary trading in long-term notes and debentures of corporate issuers is generally settled in clearinghouse or next-day funds. In contrast, the Offered Notes will trade in the Depository's Same-Day Funds Settlement System, and secondary market trading activity in the Offered Notes will therefore be required by the Depository to settle in immediately available funds. No assurance can be given as to the effect, if any, of settlement in immediately available funds on trading activity in the Offered Notes. EXPERTS The consolidated financial statements of the Corporation for the year ended December 31, 1995, appearing in the Annual Report on Form 10-K for the year ended December 31, 1995, and incorporated by reference in this Prospectus Supplement, the accompanying Prospectus and the Registration Statement, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in auditing and accounting. VALIDITY OF OFFERED NOTES The validity of the Offered Notes will be passed upon for the Corporation by Gordon S. Calder, Jr., Esq., a Managing Director and Counsel of Bankers, and for the Underwriter by White & Case, New York, New York. White & Case performs services for the Corporation from time to time. Mr. Calder has an interest in a number of shares equal to less than 0.02 percent of the Corporation's outstanding common stock. S-5 UNDERWRITING Under the terms and subject to the conditions contained in an Underwriting Agreement dated September 30, 1996, the Corporation has agreed to sell to UBS Securities LLC (the "Underwriter"), and the Underwriter has agreed to purchase, all of the Offered Notes if any are purchased. The Underwriting Agreement provides that the obligations of the Underwriter are subject to certain conditions precedent. The Corporation has agreed to indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended. The Corporation currently has no intention to list the Offered Notes on any securities exchange, and there can be no assurance that there will be a secondary market for the Offered Notes. However, from time to time, the Underwriter may make a market in the Offered Notes. The Corporation has been advised by the Underwriter that it proposes to offer the Offered Notes to the public initially at the offering price set forth on the cover page of this Prospectus Supplement and to certain dealers at such price less a concession not in excess of .15% of the principal amount of the Offered Notes; that the Underwriter and such dealers may reallow a discount not in excess of .125% of such principal amount on sales to certain other dealers; and that after the initial public offering the public offering price and concession and discount to dealers may be changed by the Underwriter. This Prospectus Supplement and the accompanying Prospectus may also be delivered in connection with sales of the Offered Notes by affiliates of the Corporation that have acquired such Offered Notes. The Underwriter and certain of its associates and affiliates may be customers of (including borrowers from), engage in transactions with, and/or perform services for the Corporation and its subsidiaries (including Bankers) in the ordinary course of business. S-6 - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- No dealer, salesperson or other person has been authorized to give any information or to make any representations not contained in this Prospectus Supplement or the Prospectus and, if given or made, such information or representation must not be relied upon as having been authorized by the Corporation or the Underwriter. This Prospectus Supplement and the Prospectus do not constitute an offer to sell or a solicitation of an offer to buy any of the securities offered hereby in any jurisdiction to any person to whom it is unlawful to make such offer in such jurisdiction. Neither the delivery of this Prospectus Supplement or the Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that the information herein is correct as of any time subsequent to the date hereof or that there has been no change in the affairs of the Corporation since such date. ----------- TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
PAGE ---- Bankers Trust New York Corporation......................................... S-2 Selected Consolidated Financial Data and Other Information................. S-3 Certain Terms of the Offered Notes......................................... S-4 Experts.................................................................... S-5 Validity of Offered Notes.................................................. S-5 Underwriting............................................................... S-6 PROSPECTUS Available Information...................................................... 2 Incorporation of Certain Documents by Reference.............................................................. 2 Bankers Trust New York Corporation......................................... 3 Use of Proceeds............................................................ 4 Description of Debt Securities............................................. 4 Book-Entry Securities...................................................... 11 United States Taxation..................................................... 12 Foreign Currency Risks..................................................... 12 Description of Series Preferred Stock...................................... 14 Depositary Shares.......................................................... 17 Description of the Corporation's Capital Stock............................. 19 Validity of Offered Securities............................................. 25 Experts.................................................................... 25 Plan of Distribution....................................................... 25
- ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- $250,000,000 [LOGO] BANKERS TRUST NEW YORK CORPORATION 6 3/4% NOTES DUE OCTOBER 3, 2001 ----------- PROSPECTUS SUPPLEMENT SEPTEMBER 30, 1996 ----------- UBS SECURITIES - ------------------------------------------------------------------------------- - ------------------------------------------------------------------------------- -----END PRIVACY-ENHANCED MESSAGE-----