Exhibit 1
UNDERWRITING AGREEMENT
March 19, 0000
Xxxxxxx Xxxxx Xxx Xxxx Corporation
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Dear Sirs:
We, as lead manager for the several Underwriters (the "Managers"),
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 7-1/8% Subordinated Notes due March 15, 2006 (the "Securities") to
the Underwriters named in Schedule I hereto (the "Underwriters"). 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 19, 1996. The Securities will be issued
pursuant to an Indenture, dated as of April 1, 1992, as supplemented by the
First supplemental Indenture thereto, dated as of January 15, 1993 (the
"Indenture"), between the Corporation and Marine Midland Bank, as Trustee (the
"Trustee").
All the provisions contained in the document entitled Bankers Trust New
York Corporation Debt Securities Underwriting Agreement Standard Provisions
(December 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 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 98.911% of their principal amount, plus accrued
interest, if any, from March 22, 1996 to the date of payment and delivery.
We will pay for such Securities upon delivery thereof at the offices of the
Corporation, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, at 10:00 A.M. (New York
City time) on March 22, 1996 or at such other time, as shall be designated by
us, such time being referred to herein as the "Closing Date".
Please confirm your agreement by having an authorized officer sign five
copies of this Agreement in the space set forth below and by returning the
signed copies to us.
Very truly yours,
XXXXXX XXXXXXX & CO. INCORPORATED
As lead representative for the Several
Underwriters named in Schedule I hereto
By: /s/ XXXXXXX X. XXXXXXXX
Accepted:
BANKERS TRUST NEW YORK CORPORATION
By: /s/ XXXXXX X. XXXXXX
Title: Senior Vice President
Schedule I
Aggregate Principal
Name of Underwriter Amount of Securities
------------------- --------------------
Xxxxxx Xxxxxxx & Co. Incorporated $30,000,000
BT Securities Corporation $30,000,000
Chase Securities, Inc. $30,000,000
Xxxxx Xxxxxx Inc. $30,000,000
ABN AMRO Securities (USA), Inc. $15,000,000
First Union Capital Markets Corp. $15,000,000
