BEAR STEARNS COMPANIES INC
424B3, 1994-01-12
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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PRICING SUPPLEMENT NO. 3                                     Rule 424(b)(3)
DATED:  January 7, 1994                                   File No. 33-51733
(To Prospectus dated January 7, 1994
and Prospectus Supplement dated January 7, 1994)


                               $1,500,945,000
                      THE BEAR STEARNS COMPANIES INC.
                        MEDIUM-TERM NOTES, SERIES B
          WITH MINIMUM MATURITY OF NINE MONTHS FROM DATE OF ISSUE

 Principal Amount:            Floating Rate Notes Book Entry Notes
 $67,000,000                  [x]                 [x]

 Original Issue Date:         Fixed Rate Notes    Certificated Notes
 1/14/94                      [_]                 [_]

 Maturity Date: 1/14/99

 Option to Extend Maturity:   No  [x]

                              Yes [_]   Final Maturity Date:


                                      Optional           Optional
                    Redemption        Repayment          Repayment
 Redeemable On      Price(s)          Date(s)            Price(s)
 -------------      --------          -------            --------
 N/A                N/A               N/A                N/A

Applicable Only to Fixed Rate Notes:  
- -----------------------------------
Interest Rate:  

Applicable Only to Floating Rate Notes: *
- --------------------------------------

 Interest Rate Basis:                  Maximum Interest Rate: N/A

 [_]  Commercial Paper Rate            Minimum Interest Rate: N/A

 [_]  Federal Funds Rate               Interest Reset Date(s): **

 [_]  Treasury Rate                    Interest Reset Period: Quarterly

 [_]  LIBOR                            Interest Payment Date(s): ***

 [_]  Prime Rate

 Initial Interest Rate: 4.09%          Interest Payment Period: Quarterly

 Index Maturity:  N/A

 Spread (plus or minus): -0-
                        
- -------------------------
*    The interest rate basis shall be (a) as displayed on Telerate page
     7059 for "Daily Treasury Constant Maturities...Federal Reserve Board
     Release H.15 Mondays approx. 3:45 EDT", under the heading "2-Year", or
     such page as may replace that page on such service for the purpose of
     displaying rates or prices comparable to the 2-year CMT as determined
     by the Calculation Agent (after consultation with the Company), (b) if
     such rate is no longer displayed on the Calculation Date pertaining to
     such Interest Determination Date, then the 2-year Treasury Constant
     Maturity rate (or other 2-year United States Treasury rate) as may
     then be published by either the Board of Governors of the Federal
     Reserve System or the United States Department of the Treasury that
     the Calculation Agent (after consultation with the Company) determines
     to be comparable to the rate formerly displayed on Telerate page 7059
     and published in the Federal Reserve Board Statistical Release H.15
     (519), (c) if such information is not provided on the Calculation Date
     pertaining to such Interest Determination Date, then the CMT shall be
     calculated by the Calculation Agent and shall be a yield to maturity
     determined as the arithmetic mean on the basis of the secondary market
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     closing bid side prices as of approximately 3:00 P.M., New York City
     time, reported, according to their written records, by three leading
     primary United States government securities dealers (each a "Reference
     Dealer") in the New York City area selected by the Calculation Agent
     (after consultation with the Company), for the most recently issued
     direct non-callable fixed rate obligations of the United States (a
     "Treasury Note") with an original maturity of approximately two years
     and a remaining term to maturity of not less than one year, (d) if
     three such Treasury Note quotations are not available on the
     Calculation Date pertaining to such Interest Determination Date, then
     the CMT shall be calculated by the Calculation Agent and shall be a
     yield to maturity determined as the arithmetic mean on the basis of
     the secondary market bid side prices as of approximately 3:00 P.M.,
     New York City time, of three leading United States government
     securities dealers for non-callable Treasury Notes with an original
     maturity of approximately two years and a remaining term to maturity
     closest to two years, or (e) if these quotes cannot be obtained on the
     Calculation Date pertaining to such Interest Determination Date, then
     the CMT shall be calculated by the Calculation Agent and shall be a
     yield to maturity determined as the arithmetic mean on the basis of
     the secondary market bid side prices as of approximately 3:00 P.M.,
     New York City time, of all quotes obtained for non-callable Treasury
     Notes with an original maturity of approximately two years and a
     remaining term to maturity closest to two years, in each case adjusted
     by the addition or subtraction of the Spread, if any, specified on the
     face hereof; provided, however, that if such quotations are not 
                  --------  -------
     available, the interest rate in effect hereon until the Interest Reset
     Date next succeeding the Interest Reset Date to which such Interest
     Determination Date relates shall be the rate in effect on the Interest
     Determination Date next preceding such Interest Reset Date in each
     case.

**   4/14/94, 7/14/94, 10/14/94, 1/17/95, 4/17/95, 7/14/95, 10/16/95,
     1/16/96, 4/15/96, 7/15/96, 10/15/96, 1/14/97, 4/14/97, 7/14/97,
     10/14/97, 1/14/98, 4/14/98, 7/14/98 
     and 10/14/98.

***  4/14/94, 7/14/94, 10/14/94, 1/17/95, 4/17/95, 7/14/95, 10/16/95,
     1/16/96, 4/15/96, 7/15/96, 10/15/96, 1/14/97, 4/14/97, 7/14/97,
     10/14/97, 1/14/98, 4/14/98, 7/14/98,
     10/14/98 and 1/14/99.

The distribution of Notes will conform to the requirements set forth in the
applicable sections of Schedule E to the By-laws of the National
Association of Securities Dealers, Inc.




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