-----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, NXUIge0kUfCZETolDZLvtgo67SVv3gi65ArMk32+JoCxi4HN+a3UJiQ5sp/I7fO1 XKkpWZN8Jxxeumz8nPAImg== 0000950130-97-003757.txt : 19970821 0000950130-97-003757.hdr.sgml : 19970821 ACCESSION NUMBER: 0000950130-97-003757 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970814 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970820 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: 97666786 BUSINESS ADDRESS: STREET 1: 130 LIBERTY STREET 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: 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) August 14, 1997 --------------- 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 area code (212) 250-2500 -------------- Item 5. Other Events - -------------------- (a) Bankers Trust Company ("Bankers Trust"), a wholly owned subsidiary of Bankers Trust New York Corporation (the "Corporation"), has entered into an agreement with Boston Properties to sell 280 Park Avenue, a Midtown Manhattan office building, for a sales price of $321 million. The building was the former headquarters of the Corporation which is now located at One Bankers Trust Plaza, New York, NY. The Corporation expects to recognize a gain in the third quarter of 1997 of approximately $75 million. The closing is to take place in early September. The two tower complex comprises 1.2 million square feet and occupies the full westerly blockfront of Park Avenue between 48th and 49th Street. 280 Park Avenue houses such long term tenants as The National Football League, Furman Selz and Oppenheimer & Company. Bankers Trust, which is currently occupying 210,000 square feet, will remain the building's largest tenant. The sale represents a culmination of efforts which began in 1995 to position the property for sale. Over the past two and a half years a major capital improvement and leasing program was implemented during which significant infrastructure upgrades and a new lobby were completed. (b) On August 19, 1997, the Corporation issued a press release which announced the election of four directors to its board and that of Bankers Trust. Attached as Exhibit (99) is a copy of the press release. Item 7. Financial Statements and Exhibits - ------------------------------------------ C. Exhibits (5) Opinion of Counsel delivered in connection with the issuance of the Corporation's 7.15% Subordinated Notes due August 14, 2012. (99) Press release of Bankers Trust New York Corporation, dated August 19, 1997. 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 August 20, 1997 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 7.15% Subordinated Notes due August 14, 2012. (99) Press release of Bankers Trust New York Corporation, dated August 19, 1997. EX-5 2 OPINION OF COUNSEL EXHIBIT (5) August 14, 1997 re Bankers Trust New York Corporation 7.15% Subordinated Notes due August 14, 2012 -------------------------------------------- Bear, Stearns & Co. Inc. Morgan Stanley & Co. Incorporated PaineWebber Incorporated Prudential Securities Incorporated c/o Bear, Stearns & Co. Inc. 245 Park Avenue New York, NY 10167 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 $100,000,000 aggregate principal amount of its 7.15% Subordinated Notes due August 14, 2012 (the "Notes"), to be issued under the Indenture, dated as of April 1, 1992, between the Corporation and Marine Midland Bank (formerly Marine Midland Bank, N.A.), as Trustee, as amended by the First Supplemental Indenture, dated as of January 15, 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 July 31, 1997 (the "Underwriting Agreement"), between the Corporation and you (the "Underwriters"). 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 July 31, 1997, as filed in accordance with Rule 424(b)(5) 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 when authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters, will be 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 EX-99 3 PRESS RELEASE EXHIBIT (99) Corporate Affairs Group, 130 Liberty Street, New York Mailing Address: P.O. Box 318, Church Street Station, New York, N.Y. 10008-0318 Bankers Trust New York Corporation - -------------------------------------------------------------------------------- News Release For Release: Immediate BANKERS TRUST ELECTS FOUR TO THE BOARD OF DIRECTORS New York, August 19, 1997- Bankers Trust New York Corporation announced today the election of four directors to its board. The four, who will also become directors of Bankers Trust New York Corporation's principal subsidiary, Bankers Trust Company, are: - A.B. Krongard, chairman of the board of directors and chief executive officer of Alex. Brown Incorporated. In addition, Mr. Krongard, 60 years old, becomes a vice chairman of the boards of Bankers Trust New York Corporation and Bankers Trust Company. He has been chief executive officer of Alex. Brown since 1991, adding the title of chairman in 1994. He is also a director of the Securities Industry Association and a trustee and member of the executive committee of The Johns Hopkins Health System. - Lee A. Ault III, a director of Alex. Brown Incorporated and for 23 years chief executive officer of Telecredit, Inc., Los Angeles, which merged in 1990 with Equifax, Inc., the Atlanta-based provider of financial information and processing technology. He remains a director of Equifax and serves as a director of Sunrise Medical Inc. and Viking Office Products, Inc. Mr. Ault is 60 years old. - Neil R. Austrian, a director of Alex. Brown Incorporated and president and chief operating officer of the National Football League, a post he has held since 1991. Mr. Austrian, 56 years old, was previously a managing director of Dillon, Read & Co., chairman and chief executive officer of Showtime/ The Movie Channel, and president and chief executive officer of Doyle Dane Bernbach. -more- - - G. Richard Thoman, president and chief operating officer of the Xerox Corporation and a member of its board of directors since June 15, 1997. Prior to joining Xerox, Mr. Thoman was senior vice president and chief financial officer of the IBM Corporation. He is 53 years old. Messrs. Krongard, Ault and Austrian will join the boards of Bankers Trust New York Corporation and Bankers Trust Company contingent on the completion of the merger of Bankers Trust with Alex. Brown Incorporated, which is expected to become effective on September 1. Mr. Thoman's membership will become effective on September 1 and is not contingent on the merger's completion. The election of the four new members increases the Bankers Trust boards to 16 directors from 12. Bankers Trust New York Corporation is the seventh largest U.S. bank holding company, with assets of $130 billion and offices in more than 50 countries. After completion of the merger with Alex. Brown, its principal subsidiaries -- Bankers Trust Company, BT Alex. Brown Incorporated and Bankers Trust International PLC -- will hold leadership positions in leveraged lending, high yield securities, equity underwriting and distribution, strategic advisory, and risk management. Through its private client group, Bankers Trust will provide asset management, brokerage, trust, risk management and other services to individuals and families. Bankers Trust is currently one of the world's largest investment managers, with more than $240 billion under management, and is a leader provider of securities-processing services, with $2 trillion in global assets under custody. -End- For additional information, contact William McBride, Bankers Trust, (212) 250-7961. This and other press releases are available at http://www.bankerstrust.com/press. -----END PRIVACY-ENHANCED MESSAGE-----