Brown Alex Inc · 8-K · For 4/7/97 · EX-99.1

Filed On 4/7/97   ·   SEC File 1-11009   ·   Accession Number 787977-97-2

Current Report   ·   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         2     10K 
 2: EX-99.1     Miscellaneous Exhibit                                  4     18K 

EX-99.1   ·   Miscellaneous Exhibit

EX-99.1
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For Release:  IMMEDIATE                                                         

BANKERS TRUST AND ALEX. BROWN AGREE TO MERGE  
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Combined Firm Will Offer Full Range of Global Investment Banking Capabilities   
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Merger Creates the Leading Financial Services Firm for High-Growth Companies    

New York, April 6, 1997 -- Bankers Trust New York Corporation (NYSE: BT)        
and Alex. Brown Incorporated (NYSE: AB) announced today that they have signed   
a definitive agreement to merge.  The combined company will have strong         
capabilities in every aspect of financing and advisory services and will be     
the pre-eminent provider of these services to growing companies and those in    
rapidly changing industries.                                                    

Under terms of the agreement approved unanimously by both boards of             
directors, each Alex. Brown common share will be exchanged for 0.83 shares of   
Bankers Trust common stock.  Based on the April 4 closing price of Bankers      
Trust and Alex. Brown's primary shares outstanding, the merger will have a      
value of approximately $1.7 billion.  On that same basis, Alex. Brown           
shareholders will own approximately 20% of Bankers Trust's shares outstanding   
after completion of the merger.  The transaction is expected to be tax-free     
to shareholders and accounted for on a pooling-of-interests basis.              

"This merger is a superb fit that significantly enhances the combined           
firms' ability to provide our clients with a full range of superior services    
around the world," said Frank Newman, chairman of the board of directors and    
chief executive officer of Bankers Trust.  "In a single, integrated firm,       
clients will have the benefit of Bankers Trust's expertise in syndicated bank   
lending and high-yield bonds and Alex. Brown's strength in equities research    
and underwriting.  We will greatly extend our advisory capabilities by adding   
Alex. Brown's merger and acquisition franchise with dynamic growth companies    
to BT Wolfensohn's M & A franchise.  Alex. Brown's highly regarded services     
for high net worth investors offer significant opportunities to broaden our     
private banking activities.                                                     

      -more-
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"Alex. Brown is one of the most successful and respected investment banking     
firms in the country.  With this merger, we gain the leadership, talent and     
experience of 'Buzzy' Krongard, Mayo Shattuck and some of the best and          
brightest people in this business.  By accelerating our growth and expanding    
our scope of activities, this combination will offer the talented people in     
both firms enormous professional opportunities in the years ahead," concluded   
Mr. Newman.                                                                     

A.B. Krongard, chairman of the board of directors and chief executive           
officer of Alex. Brown, said:  "We are extremely excited to be joining a firm   
whose capabilities support and extend our core strengths.  By combining the     
oldest investment banking firm in America with a premier global financial       
institution known for innovation, we are creating an exceptional organization   
ideally positioned to serve our clients.  Above all, our firms share a common   
culture that prizes integrity, excellence, and commitment to client service."   

Bankers Trust's board of directors intends to elect Mr. Krongard a director     
and a vice chairman of the board of Bankers Trust New York Corporation.  He     
would join the board after the merger is completed.  In addition, Mayo A.       
Shattuck III, currently president and chief operating officer of Alex. Brown,   
will be named a vice chairman of Bankers Trust New York Corporation.  At the    
most recent meeting of Bankers Trust New York Corporation's board of            
directors, Yves deBalmann, co-head of investment banking and head of risk       
management services; Richard H. Daniel, chief financial officer; and R. Kelly   
Doherty, head of sales and trading and the firm's Latin American activities     
were elected vice chairmen of the Corporation.  Mr. deBalmann and               
Mr. Shattuck will jointly lead the integration of the investment banking        
businesses of the two firms.  Alex. Brown's headquarters will remain in         
Baltimore.                                                                      

Bankers Trust and Alex. Brown believe the combined firm will generate           
significant additions in revenue from providing existing clients of the two     
firms with an expanded range of services and from the enhanced ability of       
the merged firms to attract new clients.  In particular, additions are          
expected in equity underwriting, trading and sales; in high yield finance;      
in risk management; and in mergers, acquisitions and advisory services.         
The firms also expect to benefit from the expanded range of capabilities        
in private banking, brokerage and investment management.                        

The combined company expects to achieve annualized expense savings of           
approximately $80 million resulting from elimination of redundant operations    
within 12 months of close. At closing, Bankers Trust expects to recognize a     
one-time charge of approximately $80 million for restructuring and related      
costs.  Bankers Trust believes the transaction will be accretive to earnings    
per share in the second year after close.                                       

  -more-
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In connection with the transaction, Alex. Brown granted Bankers Trust an        
option, exercisable under certain conditions, to acquire shares representing    
19.9% of Alex. Brown's outstanding shares.  Bankers Trust has granted Alex.     
Brown an option to purchase up to 10% of Bankers Trust's outstanding stock,     
exercisable under certain conditions.                                           

The merger, which is expected to be completed by the fourth quarter of 1997,    
is subject to customary closing conditions, including certain regulatory        
approvals and shareholder approvals.                                            

Bankers Trust is the seventh largest U.S. banking company with assets of        
$120 billion and has offices in more than 55 countries with over 15,000         
employees.  Through its subsidiaries, which include Bankers Trust Company,      
BT Securities Corporation and Bankers Trust International PLC, the firm         
provides investment banking, risk management, sales and trading, investment     
management and transaction processing services to more than 11,000 clients      
worldwide.                                                                      

In 1996, Bankers Trust ranked as the third largest underwriter of high          
yield debt rated single-B and below and was the second largest arranger of      
highly leveraged syndicated loans. Bankers Trust has more than $220 billion     
of assets under management for institutions, individuals, and families          
worldwide.  It provides custody services for approximately $1.5 trillion of     
client assets.                                                                  

Founded in 1800, Alex. Brown has 2,700 employees in 22 offices in 13 states     
and the District of Columbia, and representative offices in London, Geneva,     
and Tokyo.  In addition to the company's principal office in Baltimore, Alex.   
Brown has offices in New York, San Francisco, Los Angeles, Boston, Chicago,     
Dallas, Atlanta, Philadelphia, and Washington, DC.                              

Alex. Brown has approximately 100 equity analysts covering more than 800        
stocks, with more than 1,000 institutional clients and 115,000 high net worth   
clients. In 1996, Alex. Brown ranked as the largest underwriter of initial      
public offerings in terms of number of transactions and the fifth largest       
underwriter by dollar value.  The firm was the largest underwriter of common    
stock of technology companies, based on the number of transactions, and the     
fourth largest underwriter based on dollar value of transactions.  In           
healthcare, Alex. Brown was the third largest underwriter of common stock in    
terms of number of transactions, and the fourth largest underwriter based on    
dollar value.  Alex. Brown has $12.5 billion of assets under management.        

    -more-
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This news release contains estimates of future operating results for both       
Bankers Trust New York Corporation and Alex. Brown Incorporated.  These         
estimates constitute forward-looking statements (within the meaning of the      
Private Securities Litigation Reform Act of 1995), which involve significant    
risks and uncertainties.  Actual results may differ materially from the         
results discussed in these forward-looking statements.  Factors that might      
cause such a difference include, but are not limited to:  (1) expected cost     
savings from the merger cannot be fully realized or realized within the         
expected time frame;  (2) revenues following the merger are lower than          
expected; (3) competitive pressures among financial institutions increase       
significantly;  (4) costs or difficulties related to the integration of the     
business of Bankers Trust and Alex. Brown are greater than expected;            
(5) general economic conditions, either nationally or in the states in which    
the combined company will be doing business, are less favorable than            
expected; and (6) legislation or regulatory changes adversely affect the        
businesses in which the combined company would be engaged.                      

   # # #

For more information, contact Doug Kidd, Bankers Trust, (212) 250-7225.         

This and other press releases are available at                                  
http://www.bankerstrust.com/press.                                              

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 8-K Filing		Date		First		Last			Other Filings
		4/6/97		1
Filed On / Filed As Of / For The Period Ended		4/7/97
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