================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
FORM 8-A
------------
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
BEAR STEARNS CAPITAL TRUST I
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-7108741
- --------------------------------------------------------------------------------
(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
C/O THE BEAR STEARNS COMPANIES INC.
245 PARK AVENUE
NEW YORK, NEW YORK
(212) 272-2000 10167
- --------------------------------------------------------------------------------
(Address and Telephone Number of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [_]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [X]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
- ------------------- ------------------------------
FIXED/ADJUSTABLE RATE NEW YORK STOCK EXCHANGE, INC.
CAPITAL SECURITIES
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
- --------------------------------------------------------------------------------
(Title of Class)
================================================================================
<PAGE>
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The securities to be registered are Fixed/Adjustable Rate Capital
Securities (the "Securities") of Bear Stearns Capital Trust I (the
"Registrant"). The Securities are to be issued pursuant to the Registrant's
Registration Statement (the "Registration Statement") on Form S-4 (File No.
333-21215-01), as amended by Amendment No. 1 thereto. The Registrant hereby
incorporates by reference the description of the Securities as set forth under
the captions "Description of New Securities" on pages 41 through 55 and
"Description of Guarantee " on pages 66 through 69 of the Prospectus forming a
part of the Registration Statement filed by the Registrant with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act").
ITEM 2. EXHIBITS.
2.1 Certificate of Trust of Bear Stearns Capital Trust I, incorporated
by reference to Exhibit 4.3 to the Registration Statement.
2.2 Amended and Restated Trust Agreement of Bear Stearns Capital Trust
I, incorporated by reference to Exhibit 4.4 to the Registration
Statement.
2.3 Form of Capital Security Certificate (included in Exhibit 2.2).
2.4 Capital Securities Guarantee Agreement for Bear Stearns Capital
Trust I, incorporated by reference to Exhibit 4.7 to the
Registration Statement.
2.5 Indenture between The Bear Stearns Companies Inc. and The Chase
Manhattan Bank as Debenture Trustee, incorporated by reference to
Exhibit 4.1 to the Registration Statement.
2.6 First Supplemental Indenture between The Bear Stearns Companies Inc.
and The Chase Manhattan Bank as Debenture Trustee, incorporated by
reference to Exhibit 4.2 to the Registration Statement.
2.7 Form of Junior Subordinated Deferrable Interest Debenture of The
Bear Stearns Companies Inc. (included in Exhibit 2.6).
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
BEAR STEARNS CAPITAL TRUST I
By: The Bear Stearns Companies Inc.,
as Sponsor
By: /s/ Samuel L. Molinaro Jr.
---------------------------------------
Samuel L. Molinaro Jr.
Senior Vice President - Finance
and Chief Financial Officer
Date: March 18, 1997
2