-----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, R1jfhwMiJa4iTOKJGgqeMHWR/FeoEjORC4qRebCbnpP2BK1vWB5nHCH/0Whl1eeo FlX4+/boEBw1YcdQUi+hbw== 0000950130-96-003786.txt : 19961004 0000950130-96-003786.hdr.sgml : 19961004 ACCESSION NUMBER: 0000950130-96-003786 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961003 ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961003 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05920 FILM NUMBER: 96638868 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 FORM 8-K 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) October 3, 1996 --------------- BANKERS TRUST NEW YORK 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 are code (212) 250-2500 -------------- Item 7. Financial Statements and Exhibits - -------------------------------------------- C. Exhibits (5) Opinion of Counsel delivered in connection with the issuance of the Corporation's 6-3/4% Notes due October 3, 2001. 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 NEW YORK CORPORATION By /s/ Gordon S. Calder, Jr. ------------------------------- Gordon S. Calder, Jr. Assistant Secretary October 3, 1996 INDEX TO EXHIBITS Item 7. Financial Statements and Exhibits - ------------------------------------------ C. Exhibits (5) Opinion of Counsel delivered in connection with the issuance of the Corporation's 6-3/4% Notes due October 3, 2001. Bankers Trust New York Corporation 130 Liberty Street New York, New York 10006 Gordon S. Calder, Jr. Managing Director and Counsel October 3, 1996 re Bankers Trust New York Corporation 6-3/4% Notes due October 3, 2001 ----------------------------------- UBS Securities LLC c/o UBS Securities LLC 299 Park Avenue New York, NY 10171 Dear Sirs: I am a Managing Director and Counsel of Bankers Trust Company and as such I have acted as counsel to Bankers Trust New York Corporation (the "Corporation") in connection with the Corporation's issuance of $250,000,000 aggregate principal amount of its 6-3/4% Notes due October 3, 2001 (the "Notes"), to be issued under the Indenture, dated as of November 1, 1991, between the Corporation and The Chase Manhattan Bank, as Trustee, as amended by the First Supplemental Indenture, dated as of September 1, 1993 (the Indenture together with the First Supplemental Indenture hereinafter the "Indenture"), and in connection with the sale by the Corporation of the Notes pursuant to an underwriting agreement, dated September 30, 1996 (the "Underwriting Agreement"), between the Corporation and you (the "Underwriter"). I am familiar with the Registration Statement on Form S-3 as filed with the Securities and Exchange Commission (No. 33-65301) (the "Registration Statement") and the Prospectus, dated May 31, 1996, and the Prospectus Supplement, dated September 30, 1996, as filed in accordance with Rule 424(b) (2) promulgated under the Securities Act of 1933, as amended (such Prospectus as supplemented by such Prospectus Supplement is hereinafter referred to as the "Prospectus"), and the adoption by the Board of Directors and the Price Committee of the Corporation of appropriate resolutions authorizing the issuance of the Notes and the execution and delivery of the Indenture and the Underwriting Agreement. In so acting, I have examined such questions of law, documents, certificates and records and have made such investigations as I have deemed necessary and proper in order to give the opinions expressed herein. Based on the foregoing, I hereby advise you that in my opinion: (i) The Corporation has been duly incorporated, is validly existing as a corporation in good standing under the laws of the State of New York, is duly registered as a bank holding company under the Bank Holding Company Act of 1956, as amended, and has all requisite corporate power and authority to own its properties and conduct its business as described in the Prospectus. (ii) Bankers Trust Company has been duly incorporated, is validly existing as a banking corporation in good standing under the laws of the State of New York, and has all requisite corporate power and authority to own its properties and conduct its business as described in the Prospectus. (iii) The Indenture has been duly authorized, executed and delivered by the Corporation and is a valid and binding agreement of the Corporation in accordance with its terms, except as (i) the enforceability thereof may be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application affecting creditors' rights and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability, and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended. (iv) The Notes have been duly authorized and executed and constitute valid and binding obligations of the Corporation in accordance with their terms, except as (i) the enforceability thereof may be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application affecting creditors' rights and (ii) the availability of equitable remedies may be limited by equitable principles of general applicability. (v) The Underwriting Agreement has been duly authorized, executed and delivered by the Corporation. (vi) The performance by the Corporation of the Underwriting Agreement will not contravene any provisions of applicable Federal or New York law or regulation, the certificate of incorporation or by-laws of the Corporation or, to my knowledge, any agreement or other instrument binding upon the Corporation, and no consent, approval or authorization of any governmental body is required for the performance of the Underwriting Agreement by the Corporation except for the order of the Securities and Exchange Commission making the Registration Statement effective and except as may be required under state securities and blue sky laws, except as (i) the enforceability thereof may be limited by any bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application affecting creditors' rights, (ii) the availability of equitable remedies may be limited by equitable principles of general applicability and (iii) rights to indemnity thereunder may be limited by applicable law. (vii) The statements in the Prospectus under "Description of Debt Securities," and under "Certain Terms of the Offered Notes," insofar as such statements constitute a summary of the documents referred to therein, fairly present the information called for with respect to such documents. (viii) The Registration Statement and Prospectus (except as to financial statements or schedules and other financial data contained therein, as to which I express no opinion) comply as to form in all material respects with the Securities Act of 1933, as amended, and the rules and regulations thereunder; and each document filed pursuant to the Securities Exchange Act of 1934, as amended, and incorporated by reference in the Prospectus (except as to financial statements or schedules and other financial data contained therein, as to which I express no opinion) complied when so filed as to form in all material respects with such Act and the rules and regulations thereunder. I am a member of the New York bar and do not express any opinion as to any law other than the law of the State of New York and the Federal law of the United States of America. No opinion is expressed herein as to any Federal or New York State tax laws. Very truly yours, /s/ Gordon S. Calder, Jr. Gordon S. Calder, Jr. Managing Director and Counsel -----END PRIVACY-ENHANCED MESSAGE-----