-----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, Bf1ogMGv3s2RJGY4f0qLbbsOjJAetfRYRuBt39g6fxdqsFICwpypdgYpvwXcD+DY FLniRgbEJu60bGiykfTMkA== 0000950132-95-000142.txt : 19950427 0000950132-95-000142.hdr.sgml : 19950427 ACCESSION NUMBER: 0000950132-95-000142 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950419 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950426 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: 95531274 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 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) April 19, 1995 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.)
280 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) Item 5. Other Events On April 19, 1995, Bankers Trust New York Corporation (the "Company") entered into an underwriting agreement covering the issuance and sale of $150,000,000 aggregate principal amount of 8-1/4% Subordinated Notes due 2005 (the "Notes"). Said Notes were registered under the Securities Act of 1933 pursuant to the Company'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 April 19, 1995, among Bankers Trust New York Corporation, Smith Barney Inc., BT Securities Corporation, Bear Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and Salomon Brothers Inc, as Underwriters. (4)(a) Copy of the resolutions of the Price Committee of Bankers Trust New York Corporation authorizing the issuance of the Notes (without exhibits). (4)(b) Specimen of the Notes. 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: April 26, 1995 BANKERS TRUST NEW YORK CORPORATION By: /s/ GORDON S. CALDER, JR. Name: Gordon S. Calder, Jr. Title: Assistant Secretary INDEX TO EXHIBITS (1) Underwriting Agreement, dated April 19, 1995, among Bankers Trust New York Corporation, Smith Barney Inc., BT Securities Corporation, Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and Salomon Brothers Inc, as Underwriters. (4)(a) Copy of the resolutions of the Price Committee of Bankers Trust New York Corporation authorizing the issuance of the Notes (without exhibits). (4)(b) Specimen of the Notes. EX-1 2 UNDERWRITING AGREEMENT EXHIBIT 1 UNDERWRITING AGREEMENT April 19, 1995 Bankers Trust New York Corporation One Bankers Trust Plaza 130 Liberty Street New York, New York 10006 Dear Sirs: We, as Underwriters, understand that Bankers Trust New York Corporation, a New York corporation (the "Corporation"), proposes to issue and sell $150,000,000 aggregate principal amount of its 8-1/4% Subordinated Notes due 2005 (the "Securities") to us. 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 April 19, 1995. The Securities will be issued pursuant to an Indenture, dated as of April 1, 1992, as amended as of January 15, 1993 by the First Supplemental Indenture thereto (as so supplemented, the "Indenture"), between the Corporation and Marine Midland Bank (formerly Marine Midland Bank, N.A.), as trustee (the "Trustee"). All the provisions contained in the document entitled Bankers Trust New York Corporation Debt Securities Underwriting Agreement Standard Provisions (September 1993), a copy of which we 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 that White & Case shall act as counsel for the Underwriters pursuant to Section V(c) therein. Subject to the terms and conditions set forth herein or incorporated by reference herein, the Corporation hereby agrees to sell and each of the Underwriters hereby agrees, severally and not jointly, to purchase the aggregate principal amount of Securities set forth opposite the name of such Underwriter in Schedule I hereto at 99.35% of their principal amount plus accrued interest, if any, from April 26, 1995 to the date of payment and delivery. We will pay for such Securities in immediately available funds against 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 or about April 26, 1995, such time being referred to herein as the "Closing Date". The Securities shall be delivered through the facilities of The Depository Trust Company Same Day Funds Settlement System. Please confirm your agreement by having an authorized officer sign seven copies of this Agreement in the space set forth below and by returning the seven signed copies to us. Very truly yours, SMITH BARNEY INC. By: /s/ Matthew Grayson --------------------------------- Name: Matthew Grayson Title: Director BT SECURITIES CORPORATION By: /s/ Jacques de St. Phalle --------------------------------- Name: Jacques de St. Phalle Title: Managing Director BEAR, STEARNS & CO. INC. By: /s/ Timothy A. O'Neill --------------------------------- Name: Timothy A. O'Neill Title: Senior Managing Director MORGAN STANLEY & CO. INCORPORATED By: /s/ Richard C. Schwartz --------------------------------- Name: Richard C. Schwartz Title: Principal SALOMON BROTHERS INC By: /s/ Pamela Kendall --------------------------------- Name: Pamela Kendall Title: Vice President Accepted: BANKERS TRUST NEW YORK CORPORATION By: /s/ Duncan P. Hennes ------------------------------ Name: Duncan P. Hennes Title: Senior Vice President -2- SCHEDULE I AGGREGATE PRINCIPAL NAME OF UNDERWRITER AMOUNT OF SECURITIES - ------------------- -------------------- SMITH BARNEY INC. $30,000,000 BT SECURITIES CORPORATION $30,000,000 BEAR, STEARNS & CO. INC. $30,000,000 MORGAN STANLEY & CO. INCORPORATED $30,000,000 SALOMON BROTHERS INC $30,000,000 EX-4.A 3 RESOLUTIONS OF PRICE COM. EXHIBIT (4)(A) RESOLVED, that the Company issue $150,000,000 aggregate principal amount of its 8 1/4% Subordinated Notes due 2005 (the "Subordinated Notes"), that Smith Barney Inc., BT Securities Corporation, Bear, Stearns & Co. Inc., Morgan Stanley & Co. Incorporated and Salomon Brothers Inc are selected to serve as the underwriters (the "Underwriters") of the Subordinated Notes, that the price to be paid by the Underwriter shall be 99.35% of the principal amount of the Subordinated Notes and that the officers of the Company are hereby authorized to execute and deliver to the Underwriters the Subordinated Notes pursuant to the Underwriting Agreement, dated April 19, 1995 (the "Underwriting Agreement"), and that the Underwriting Agreement be and it hereby is approved in all respects in the form attached hereto as Exhibit 1; and further RESOLVED, that the Subordinated Notes shall have the terms, and be in substantially the form, set forth in the form of Subordinated Debenture attached hereto as Exhibit 2, which is hereby approved and adopted with such changes as the officer executing the same shall deem necessary or appropriate; and further RESOLVED, that the Subordinated Notes shall be issued pursuant to and shall be entitled to the benefits of an Indenture, dated as of April 1, 1992, as amended by the First Supplemental Indenture, dated as of January 15, 1993 (the Indenture together with the First Supplemental Indenture hereinafter the "Indenture"), between the Company and Marine Midland Bank (formerly Marine Midland Bank, N.A., which Indenture is hereby adopted and approved in all respects and that the provisions of Article Fourteen of the Indenture shall apply to the Subordinated Notes; and further RESOLVED, that all actions heretofore taken by any officer of the Company within the terms of the foregoing resolutions, are ratified and confirmed as the act of the Company; and further RESOLVED, that the officers of the Company be, and they hereby are, authorized and empowered to do or cause to be done any and all such further acts and things, and to execute and deliver any and all such documents, papers and instruments as they or any of them deem necessary or desirable in order to carry into effect the purpose and intent of the foregoing resolutions. EX-4.B 4 SPECIMEN OF THE NOTES EXHIBIT (4)(B) NOTE NO. N-1 CUSIP# 066 365 BU0 UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO BANKERS TRUST NEW YORK CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS NOTE IS A BOOK-ENTRY SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE OF A DEPOSITORY. THIS NOTE IS EXCHANGEABLE FOR NOTES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE ONLY IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE, AND NO TRANSFER OF THIS NOTE (OTHER THAN A TRANSFER OF THIS NOTE AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN SUCH LIMITED CIRCUMSTANCES. BANKERS TRUST NEW YORK CORPORATION 8-1/4% SUBORDINATED NOTES DUE 2005 Bankers Trust New York Corporation, a corporation duly organized and existing under the laws of the State of New York (the "Company"), for value received, hereby promises to pay to Cede & Co., as the nominee of The Depository Trust Company, or registered assigns, the principal amount of $150,000,000 on May 1, 2005, and to pay interest on the outstanding principal amount hereof from time to time from the date of issue or from the most recent Interest Payment Date (as defined below) to which interest has been paid or duly provided for, semi-annually on May 1 and November 1 in each year (each, an "Interest Payment Date"), commencing November 1, 1995, at the rate of 8-1/4% per annum, until the principal hereof is paid or made available for payment. Subject to certain exceptions provided in the Indenture referred to below, the interest so payable, and punctually paid or duly provided for, on any Interest Payment Date shall, as provided in the Indenture, be paid to the Person in whose name this Subordinated Note (or one or more predecessor Subordinated Notes) is registered at the close of business on the April 15 or October 15 next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so punctually paid or duly provided for ("Defaulted Interest") shall forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Subordinated Note (or one or more predecessor Subordinated Notes) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Subordinated Notes (as defined below) may be listed and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. Notice of a Special Record Date shall be given to Holders of Subordinated Notes not less than 10 days prior to such Special Record Date. Payment of the principal of and interest on this Subordinated Note shall be made at the Corporate Trust Office of the Trustee, or at such other office or agency of the Company as may be designated by it for such purpose in the Borough of Manhattan, The City of New York, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts; provided, however, that, at the option of the Company, -------- ------- payments of interest may be made by check or wire transfer mailed to the address of the Person entitled thereto as such address shall appear in the Security Register. The Subordinated Notes are not redeemable prior to maturity. This Subordinated Note is one of a duly authorized issue of Securities of the Company (the "Securities") not limited in aggregate principal amount. All the Securities are issued or to be issued under an indenture, dated as of April 1, 1992, as amended by a Supplemental Indenture dated as of January 15, 1993 (collectively, the "Indenture"), duly executed and delivered by the Company to Marine Midland Bank, as Trustee, to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company, the holders of Senior Indebtedness (as defined in the Indenture) and the holders of the Securities. The Securities may be for various principal amounts and are issuable in series, which different series may mature at different times, may bear interest at different rates and may otherwise vary as provided in the Indenture. This Subordinated Note is one of the Securities described in the -2- Indenture, and is one of the series designated as the Company's 8-1/4% Subordinated Notes due 2005 (herein the "Subordinated Notes"), limited to an aggregate principal amount of $150,000,000. For the purposes of this Subordinated Note, Existing Subordinated Indebtedness also includes, in addition to those listed in the Indenture, the following: the Company's 8-1/8% Subordinated Notes due 2002, 6.00% Subordinated Notes due October 15, 2008, 7.50% Convertible Capital Securities due 2033, Subordinated LIBOR/CMT Floating Rate Debentures due 2003, Subordinated Floating Rate Notes due 2004, Subordinated Floating Rate Notes due 2005, Subordinated Constant Rate Maturity Treasury Floating Rate Debentures due 2003 and 7.25% Subordinated Notes due January 15, 2003. Unless otherwise defined herein, terms used herein shall have the meanings assigned in the Indenture. The following provisions, provided for or contemplated by the Indenture, are applicable to the Subordinated Notes: 1. PAYING AGENT AND REGISTRAR. Initially, Bankers Trust Company will act as Paying Agent and Registrar. The Company may change any Paying Agent, Registrar or co-registrar without notice. The Company may act in either such capacity. 2. SUBORDINATION. The indebtedness evidenced by this Subordinated Note is, to the extent provided in Article 14 of the Indenture, subordinate and subject in right of payment to the prior payment in full of all Senior Indebtedness, and this Subordinated Note is issued subject to the provisions of the Indenture with respect thereto. Each Holder of this Subordinated Note, by accepting the same, agrees that each holder of Senior Indebtedness, whether created or acquired before or after the issuance of the Subordinated Notes of this series, shall be deemed conclusively to have relied on such provisions in acquiring and continuing to hold, or in continuing to hold, such Senior Indebtedness. The Indenture also provides that if, upon the occurrence of certain events of bankruptcy or insolvency relating to the Company, there remains, after giving effect to such subordination provisions, any amount of cash, property or securities available for payment or distribution in respect of Subordinated Notes of this series (as defined in the Indenture, "Excess Proceeds"), and if, at such time, any Entitled Person (as defined in the Indenture) has not received payment in full of all amounts due or to become due on or in respect of Other Financial Obligations (as defined in the Indenture), then such Excess Proceeds shall first be applied to pay or provide for the payment in -3- full of such Other Financial Obligations before any payment or distribution may be made in respect of Subordinated Notes of this series. This Subordinated Note is also issued subject to the provisions of the Indenture regarding payments to Entitled Persons in respect of Other Financial Obligations. Each Holder of this Security, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee on his behalf to take such action as may be necessary or appropriate to effectuate the subordination of this Security and payment of Excess Proceeds as provided in the Indenture and (c) appoints the Trustee his attorney-in-fact for any and all such purposes. 3. DENOMINATIONS, TRANSFER, EXCHANGE. The Subordinated Notes are issuable in registered form without coupons in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The transfer of Subordinated Notes will be registered and Subordinated Notes may be exchanged as provided in the Indenture. The Registrar may require a holder, among other things, to furnish appropriate endorsements and transfer documents and to pay any taxes and fees required by law or permitted by the Indenture. 4. PERSONS DEEMED OWNERS. The Company, the Trustee for the Subordinated Notes and any agent of the Company or such Trustee may treat the Person in whose name this Subordinated Note is registered as the owner hereof for the purpose of receiving payment as herein provided and for all other purposes whatsoever, whether or not this Subordinated Note be overdue, and neither the Company, such Trustee nor any such agent shall be affected by notice to the contrary. 5. AMENDMENTS AND WAIVERS. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of at least 66-2/3% in principal amount of the Securities at the time outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time outstanding, on behalf of Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Subordinated Note shall be conclusive and binding upon -4- such Holder and upon all future Holders of this Subordinated Note and of any Subordinated Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not notation of such waiver is made upon this Subordinated Note. 6. DEFAULTS AND REMEDIES. An Event of Default is any of certain events involving a bankruptcy, insolvency or reorganization of the Company. If an Event of Default occurs and is continuing, the Trustee or the holders of at least 25% in principal amount of the Subordinated Notes may declare all the Subordinated Notes to be due and payable immediately. Holders of Subordinated Notes may not enforce the Indenture or the Subordinated Notes except as provided in the Indenture. The Trustee may require indemnity satisfactory to it before it enforces the Indenture or the Subordinated Notes. Subject to certain limitations, holders of a majority in principal amount of the Subordinated Notes may waive an Event of Default and rescind any related declaration and also may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from holders of Subordinated Notes notice of any continuing Event of Default if it determines that withholding notice is in their interest. The Company must furnish an annual compliance certificate to the Trustee. 7. TRUSTEE DEALINGS WITH COMPANY. Subject to Sections 608 and 613 of the Indenture, the Trustee under the Indenture, in its individual or any other capacity, may make loans to, accept deposits from and perform services for the Company or its affiliates, and may otherwise deal with the Company or its affiliates, as if it were not Trustee. 8. NO RECOURSE AGAINST OTHERS. A director, officer, employee or stockholder, as such, of the Company shall not have any liability for any obligations of the Company under the Subordinated Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. Each holder of Subordinated Notes by accepting the Subordinated Note waives and releases all such liability. The waiver and release are part of the consideration for the issue of the Subordinated Notes. THIS SUBORDINATED NOTE SHALL FOR ALL PURPOSES BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THIS SUBORDINATED NOTE IS NOT A DEPOSIT OR OTHER OBLIGATION OF A BANK AND IS NOT INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR OTHER GOVERNMENTAL AGENCY. -5- This Subordinated Note shall not be valid or obligatory for any purpose until the certificate of authentication hereon shall have been signed by the Trustee under the Indenture. IN WITNESS WHEREOF, Bankers Trust New York Corporation has caused this instrument to be signed in its corporate name, manually or by facsimile, by its Chairman of the Board or one of its Senior Vice Presidents and a facsimile of its corporate seal to be affixed hereunto or imprinted hereon, attested by the manual or facsimile signature of its Secretary or one of its Assistant Secretaries. BANKERS TRUST NEW YORK CORPORATION Attest: SPECIMEN By: SPECIMEN --------------------- -------------------- Assistant Secretary Senior Vice President Dated: April 26, 1995 -6- TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Subordinated Notes of the series designated herein referred to in the within-mentioned Indenture. MARINE MIDLAND BANK, as Trustee By: SPECIMEN --------------------- Authorized Signer -7- -----END PRIVACY-ENHANCED MESSAGE-----