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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Bear Stearns Capital Trust II
(Exact name of registrant as specified in its charter)
Delaware 13-7171663
(State of incorporation) (IRS Employer Identification No.)
245 Park Avenue, New York, New York 10167
(Address of principal executive offices) (Zip Code)
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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
Preferred Securities New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. |X|
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. | |
Securities Act registration statement file number to which this form
relates: 333-66861; 333-66861-04
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Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None Not Applicable
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Item 1. Description of Registrant's Securities to be Registered.
The information called for by this Item is incorporated by reference to the
Registrant's Registration Statement on Form S-3 (File Nos. 333-66861 and
333-66861-04) initially filed with the Securities and Exchange Commission on
November 6, 1998, as it may be amended or supplemented from time to time (the
"Securities Act Registration Statement"). The prospectus which forms a part of
the Securities Act Registration Statement to be filed pursuant to Rule 424(b)
under the Securities Act of 1933, as amended, shall be deemed to be incorporated
by reference herein.
Item 2. Exhibits.
4.1 Form of Indenture, to be entered into between The Bear Stearns
Companies Inc. and The Chase Manhattan Bank, as Debenture Trustee
(incorporated by reference to Exhibit 4.3 to the Registration
Statement on Form S-3 (File Nos. 333-66861 and 333-66861-04)).
4.2 Form of Supplemental Indenture, to be entered into between The Bear
Stearns Companies Inc. and The Chase Manhattan Bank, as Debenture
Trustee (incorporated by reference to Exhibit 4.4 to the Registration
Statement on Form S-3 (File Nos. 333-66861 and 333-66861-04)).
4.3 Certificate of Trust of Bear Stearns Capital Trust II (incorporated by
reference to Exhibit 4.5 to the Registration Statement on Form S-3
(File Nos. 333-66861 and 333-66861-04)).
4.4 Form of Amended and Restated Trust Agreement for Bear Stearns Capital
Trust II among The Bear Stearns Companies Inc., as Depositor, The
Chase Manhattan Bank, as Property Trustee, Chase Manhattan Bank
Delaware, as Delaware Trustee, and the Administrators named therein
(incorporated by reference to Exhibit 4.9 to the Registration
Statement on Form S-3 (File Nos. 333-66861 and 333-66861-04)).
4.5 Form of Preferred Security Certificate for Bear Stearns Capital Trust
II (included in Exhibit 4.4).
4.6 Form of Guarantee Agreement for Bear Stearns Capital Trust II between
The Bear Stearns Companies Inc., as Guarantor and The Chase Manhattan
Bank, as Trustee (incorporated by reference to Exhibit 4.11 to the
Registration Statement on Form S-3 (File Nos. 333-66861 and
333-66861-04)).
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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 II
By: THE BEAR STEARNS COMPANIES INC., as
Depositor
By: /s/ Marshall J Levinson
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Name: Marshall J Levinson
Title: Controller
Dated: December 9, 1998
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