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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 12(g) of the
Securities and Exchange Act of 1934
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The Bear Stearns Companies Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3286161
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(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
245 Park Avenue
New York, New York 10167
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(Address of Principal Executive Offices) (Zip Code)
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
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8% Cumulative Preferred Stock, New York Stock Exchange, Inc.
Series D
Depositary Shares representing New York Stock Exchange, Inc.
8% Cumulative Preferred Stock,
Series D
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The registrant hereby incorporates by reference the
descriptions of the classes of securities registered hereby (the
"Securities") as set forth in the following documents previously filed
by the registrant with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act"):
(1) the descriptions set forth under the caption
"Description of Guarantor Preferred Stock" on pages 12 to 15 of the
registrant's Prospectus dated February 7, 1994 (the "Prospectus")
contained in the Registration Statement on Form S-3 (File No. 33-
52053), as amended, under the Securities Act, which was declared
effective on February 7, 1994, as supplemented by the information set
forth under the caption "Certain Terms of the Guarantor Preferred
Stock" on pages S-13 to S-15 of the Prospectus Supplement, dated
February 17, 1994, to the Prospectus, as filed with the Commission
pursuant to Rule 424(b)(2) on February 22, 1994 (the "Prospectus
Supplement"); and
(2) the descriptions set forth under the caption
"Description of Depositary Shares" on pages 15 to 18 of the
Prospectus, as supplemented by the information set forth under the
caption "Certain Terms of the Depositary Shares" on pages S-12 to S-13
of the Prospectus Supplement.
ITEM 2. EXHIBITS.
4.1 - Restated Certificate of Incorporation, as amended, of the
registrant (incorporated by reference to Exhibit 4(a) to its
Registration Statement on Form S-8 (No. 33-49979)).
4.2 - Amended and Restated By-Laws of the registrant
(incorporated by reference to Exhibit 3(b) to its Annual Report on
Form 10-K for the fiscal year ended June 30, 1991).
4.3 - Form of Deposit Agreement (incorporated by reference to
Exhibit 4(d) to the registrant's Registration Statement on Form S-3
(No. 33-59140)).
4.4 - Form of Certificate of Designations relating to the
registrant's 8% Cumulative Preferred Stock, Series D.
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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, thereunto
duly authorized.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro, Jr.
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Samuel L. Molinaro, Jr.
Senior Vice President -- Finance
Dated: February 23, 1994
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 Restated Certificate of Incorporation, as amended,
of the registrant (incorporated by reference to
Exhibit 4(a) to its Registration Statement on Form
S-8 (No. 33-49979)).
4.2 Amended and Restated By-Laws of the registrant
(incorporated by reference to Exhibit 3(b) to its
Annual Report on Form 10-K for the fiscal year ended
June 30, 1991).
4.3 Form of Deposit Agreement (incorporated by reference
to Exhibit 4(d) to the registrant's Registration
Statement on Form S-3 (No. 33-59140)).
4.4 Form of Certificate of Designations relating to the
registrant's 8% Cumulative Preferred Stock, Series
D.
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EXHIBIT 4.4
CERTIFICATE OF DESIGNATIONS
8% CUMULATIVE PREFERRED STOCK, SERIES D
OF
THE BEAR STEARNS COMPANIES INC.
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Pursuant to Section 151 of the General Corporation Law
of the State of Delaware
The Bear Stearns Companies Inc., a corporation organized and
existing under the General Corporation Law of the State of Delaware
(the Corporation ), hereby certifies that the Board of Directors of
the Corporation (the Board of Directors ) and the Executive Committee
of the Board of Directors, pursuant to authority conferred upon the
Board of Directors by the provisions of the Certificate of
Incorporation, as amended, of the Corporation and by Section 151 of
the General Corporation Law of the State of Delaware, and pursuant to
authority conferred upon the Board of Directors by the provisions of
the Certificate of Incorporation, as amended, of the Corporation and
by Section 151 of the General Corporation Law of the State of
Delaware, and pursuant to authority conferred upon the Executive
Committee of the Board of Directors by Section 141(c) of the General
Corporation Law of the State of Delaware, by Article 4 of the By-Laws
of the Corporation and by the resolutions of the Board of Directors
set forth herein, have adopted the following resolutions creating a
series of preferred stock, $1.00 par value, of the Corporation,
designated as 8% Cumulative Preferred Stock, Series D:
ARTICLE I
The Board of Directors by unanimous written consent in lieu
of a meeting dated as of March 4, 1993 (the Original Resolutions ),
adopted the following resolutions authorizing the issuance and sale of
up to 5,000,000 shares of preferred stock, $1.00 par value, of the
Corporation (defined therein as the Preferred Stock ), granting
authority to the Executive Committee of the Board of Directors to
authorize the issuance and to designate the terms, from time to time,
of one or more series of additional shares of authorized Preferred
Stock and authorizing such committee to act on behalf of the Board of
Directors in connection with the issuance and sale of such Preferred
Stock:
NOW, THEREFORE, BE IT RESOLVED . . . to
authorize and empower the Executive Committee, on
behalf of and in place of the Board of Directors
. . . to authorize the issuance at any time and
from time to time of up to 5,000,000 shares of the
authorized Preferred Stock of the Corporation in
one or more series and that the
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Executive Committee be further authorized and empowered,
on behalf of and in place of the Board of Directors,
. . . to fix the designations, preferences and
relative, participating, optional or other special
rights and qualifications, limitations or
restrictions thereof, of the shares of such series
to the extent permitted by the Delaware General
Corporation Law (in addition to the powers,
designations, preferences and relative,
participating, optional or other special rights,
and the qualifications, limitations or
restrictions thereof set forth in the Certificate
of Incorporation) or fix the number of shares of
any series of stock or authorize the increase or
decrease of the shares of any series;
RESOLVED, that except to the extent that this
resolution shall be superseded or modified by
subsequent action of the Board of Directors with
respect to any particular series of the Preferred
Stock, the holder of shares of each series of
Preferred Stock which are authorized for issuance
by the Executive Committee pursuant to the
authority conferred by these resolutions shall
have no voting rights whatsoever, except for any
voting rights to which they are entitled under the
laws of the State of Delaware, and except for the
following:
(a) Whenever, at any time or times,
dividends payable on the shares of Preferred Stock
or any other class or series of stock ranking on a
parity with the Preferred Stock with respect to
the payment of dividends, shall be in arrears for
an aggregate number of days equal to six calendar
quarters or more, whether or not consecutive, the
holders of the outstanding shares of Preferred Stock
shall have the right, with holders of shares of any
one or more other classes or series of preferred stock
upon which like voting rights have been conferred and
are exercisable (voting together as a class), to elect
two of the authorized number of members of the Board of
Directors at the Corporation's next annual meeting of
stockholders and at each subsequent annual meeting of
stockholders until such arrearages have been paid or set
apart for payment, at which time such right shall terminate,
except as herein or by law expressly provided, subject
to revesting in the event of each and every subsequent
default of the character above mentioned.
Upon any termination of the right of the holders of shares
of Preferred Stock as a class to vote for directors as
herein provided, the term of office of all directors then in
office elected by the holders of shares of Preferred Stock
shall terminate immediately.
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Any director who shall have been so elected
pursuant to this paragraph may be removed at any
time, either with or without cause. Any vacancy
thereby created may be filled only by the
affirmative vote of the holders of shares of
Preferred Stock voting separately as a class
(together with the holders of shares of any other
class or series of preferred stock upon which like
voting rights have been conferred and are
exercisable). If the office of any director
elected by the holders of shares of Preferred
Stock voting as a class becomes vacant for any
reason other than removal from office as
aforesaid, the remaining director elected pursuant
to this paragraph may choose a successor who shall
hold office for the unexpired term in respect of
which such vacancy occurred. At elections for
such directors, each holder of shares of Preferred
Stock shall be entitled to one vote for each share
held (the holders of shares of any other class or
series of preferred stock having like voting
rights being entitled to such number of votes, if any,
for each share of such stock held as may be granted to them).
(b) So long as any shares of Preferred Stock
remain outstanding, the consent of the holders of
at least two-thirds of the shares of Preferred
Stock outstanding at the time and all other
classes or series of preferred stock upon which
like voting rights have been conferred and are
exercisable (voting together as a class) given in
person or by proxy, either in writing or at any
meeting called for the purpose, shall be necessary
to permit, effect or validate any one or more of
the following:
(i) the issuance or increase of the
authorized amount of any class or series of
shares if the holders of stock of such class
or classes shall be entitled by the terms
thereof to the receipt of dividends or of
amounts distributable upon liquidation,
dissolution or winding up, as the case may
be, in preference or priority to the holders
of shares of the Preferred Stock; or
(ii) the amendment, alteration or
repeal, whether by merger, consolidation or
otherwise, of any of the provisions of the
Certificate of Incorporation (including this
resolution or any provision hereof) that
would materially and adversely affect any
power, preference, or special right of the
shares of Preferred Stock or of the holders
thereof;
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provided, however, that any increase in the amount of
authorized common stock or authorized Preferred Stock or any
increase or decrease in the number of shares of any series
of Preferred Stock or the creation and issuance of other
series of Common Stock or Preferred Stock, in each case
ranking on a parity with or junior to the shares of
Preferred Stock with respect to the payment of dividends and
the distribution of assets upon liquidation, dissolution
or winding up, shall not be deemed to materially and
adversely affect such powers, preferences or special rights.
(c) The foregoing voting provisions shall
not apply if, at or prior to the time when the act
with respect to which such vote could otherwise be
required shall be effected, all outstanding shares
of Preferred Stock shall have been redeemed or
called for redemption and sufficient funds shall
have been deposited in trust to effect such
redemption.
Article II
The Board of Directors by unanimous written consent in lieu
of a meeting dated as of July 15, 1993, adopted the following
resolutions modifying in certain respects the voting rights of each
series of Preferred Stock created on or after the date thereof:
NOW, THEREFORE, BE IT RESOLVED, that, except
to the extent that this resolution shall be
superseded or modified by subsequent action of the
Board of Directors with respect to all series or
any particular series of the Preferred Stock, the
holder of shares of each series of Preferred Stock
which are authorized for issuance by the Executive
Committee pursuant to the authority conferred by
the Original Resolutions shall have no voting
rights whatsoever, except for any voting rights to
which they may be entitled under the Certificate
of Incorporation of the Corporation or the laws of
the State of Delaware, and except for the
following;
(a) Whenever, at any time or times,
dividends payable on the shares of any series
of Preferred Stock or any other class or
series of stock ranking on a parity with the
Preferred Stock with respect to the payment
of dividends shall be in arrears for dividend
periods, whether or not consecutive,
containing in the aggregate a number of days
equivalent to six calendar quarters
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or more, the holders of the outstanding shares of that
Series of Preferred Stock (voting together as a class
with all other series of Preferred Stock upon which
like voting rights have been conferred and are
exercisable) (collectively, the Defaulted Preferred
Stock ) shall have the right (the Special Election
Right ) to elect two members of the Board of Directors.
The Special Election Right may be exercised at any
annual meeting or at any special meeting called for
that purpose as hereinafter provided or at any
adjournment thereof, or by the written consent,
delivered to the Secretary of the Corporation, of the
holders of a majority of all outstanding shares of
Defaulted Preferred Stock, until dividends in default
on the outstanding shares of Defaulted Preferred Stock
shall have been paid in full (or such dividends shall
have been declared and funds sufficient therefor set
apart for payment), at which time the term of office of
the two directors so elected shall terminate
automatically.
So long as the Special Election Right
continues (and unless the Special Election
Right shall have previously been exercised by
written consent of the holders of a majority
of the outstanding shares of Defaulted
Preferred Stock) the Secretary of the
Corporation may call, and within 30 days
after delivery to the Secretary addressed to
him at the principal office of the
Corporation of the written request from the
holders of record of a majority of the
outstanding shares of Defaulted Preferred
Stock will be required to call, a special
meeting of the holders of those shares for
the Special Election Right. Such meeting
shall be held within 30 days after delivery
of such request to the Secretary, at the
place and upon the notice provided by law and
in the By-laws of the Corporation for the holding of
meetings of stockholders. No such special meeting or
adjournment thereof shall be held on a date less than
30 days before an annual meeting of stockholders or any
special meeting in lieu thereof. If at any annual or
special meeting or any adjournment thereof the holders
of a majority of the then outstanding shares of
Defaulted Preferred Stock entitled to vote shall be
present or represented by proxy, or if the holders of a
majority of the outstanding shares of Defaulted
Preferred Stock shall have acted by written consent in
lieu of a meeting with respect thereto, then the
authorized number of directors shall be increased by
two, and the holders of the Defaulted Preferred Stock
shall be entitled to elect the two additional
directors. Directors so elected shall serve until the
next annual meeting or until their successors shall be
elected and qualified, unless the term of office of the
persons so elected as directors shall have terminated
as described above.
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In case of any vacancy occurring between
the directors elected by the holders of the
Defaulted Preferred Stock as a class, the
remaining director who shall have been so
elected may appoint a successor to hold
office for the unexpired term of the director
whose place shall be vacant. If both
directors so elected by the holders of
Defaulted Preferred Stock as a class shall
cease to serve as directors before their
terms shall expire, the holders of the
Defaulted Preferred Stock then outstanding
and entitled to vote for such directors may,
by written consent as hereinabove provided,
or at a special meeting of holders of
Defaulted Preferred Stock called as provided
above, elect successors to hold office
for the unexpired terms of the directors whose places
shall be vacant.
Whenever shares of Defaulted Preferred
Stock become entitled to vote, each holder
shall have one vote for each share held.
(b) So long as any shares of Preferred
Stock remain outstanding, the consent of the
holders of at least two-thirds of the shares
of Preferred Stock outstanding at the time
and all other classes or series of preferred
stock upon which like voting rights have been
conferred and are exercisable (voting
together as a class) given in person or by
proxy, either in writing or at any meeting
called for the purpose, shall be necessary to
permit, effect or validate any one or more of
the following:
(i) the issuance or increase of
the authorized amount of any class or
series of shares if the holders of stock
of such class or series shall be
entitled by the terms thereof to the
receipt of dividends or of amounts
distributable upon liquidation,
dissolution or winding up, as the case
may be, in preference or priority to the
holders of shares of the Preferred
Stock; or
(ii) the amendment, alteration or
repeal, whether by merger, consolidation
or otherwise, of any of the provisions
of the Certificate of Incorporation
(including this resolution or any
provisions hereof) that would materially
and adversely affect any power,<PAGE>
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preference or special right of the
shares of Preferred Stock or of the
holders thereof;
provided, however, that any increase in the
amount of authorized Common Stock or
authorized Preferred Stock or any increase or
decrease in the number of shares of any
series of Preferred Stock or the creation and
issuance of other series of Common Stock or
Preferred Stock, in each case ranking on a
parity with or junior to the shares of
Preferred Stock with respect to the payment
of dividends and the distribution of assets
upon liquidation, dissolution or winding up,
shall not be deemed to materially and
adversely affect such powers, preferences or
special rights.
(c) The foregoing voting provisions shall not apply if,
at or prior to the time when the act with respect to which
such vote would otherwise be required shall be effected, all
outstanding shares of Preferred Stock shall have been
redeemed or called for redemption and sufficient funds shall
have been deposited in trust to effect such redemption.
ARTICLE III
The Executive Committee of the Board of Directors on
February 22, 1994, adopted the following resolution:
RESOLVED, that a series of the class of
authorized Preferred Stock, $1.00 par value, of
the Corporation be, and it hereby is, created, and
that the designation and amount thereof and the
preferences and relative, participating, optional
and other special rights of the shares of such
series, and the qualifications, limitations or
restriction thereof shall be as follows:
Section 1. Definition and Amount. The
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shares of such series shall be designated as the 8%
Cumulative Preferred Stock, Series D (the Series D
Preferred Stock ) and the number of shares constituting such
series shall be 950,000, which number may be increased or
decreased by the Board of Directors or a committee so
authorized by the Board of Directors without a vote of
stockholders; provided, however, that such number may
not be decreased below the number of then currently
outstanding shares of Series D Preferred Stock.<PAGE>
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Section 2. Dividends and Distribution.
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(a) The holders of shares of Series D
Preferred Stock, in preference to the holders of
shares of the common stock, par value $1.00 per
share (the Common Stock ), of the Corporation and
of any other capital stock of the Corporation
ranking junior to the Series D Preferred Stock as
to payment of dividends, shall be entitled to
receive, when and as declared by the Board of
Directors out of net profits or net assets of the
Corporation legally available for the payment of
dividends, cumulative cash dividends in the amount
of $16.00 per share per annum, and no more,
payable in equal monthly payments (rounded down to
the nearest cent) in arrears on the last day of
each calendar month of each year (each such date
being referred to herein as a Monthly Dividend
Payment Date ), commencing with the first full
calendar month following the date of issuance of
the Series D Preferred Stock.
(b) Dividends payable pursuant to paragraph
(a) of this Section 2 shall begin to accrue and be
cumulative from the date of original issue of the
Series D Preferred Stock. The amount of dividends
so payable shall be determined on the basis of
twelve 30-day months and, for any dividend period
shorter than a full calendar month, will be
calculated on the basis of the actual number of
days elapsed in such period. Accrued but unpaid
dividends shall not bear interest. Dividends paid
on the shares of Series D Preferred Stock in an
amount less than the total amount of such
dividends at the time accrued and payable on such
shares shall be allocated pro rata on a share-by-
share-basis among all such shares at the time
outstanding. The record date for the determination
of holders of shares of Series D Preferred Stock
entitled to receive payment of a dividend declared
thereon shall be the fifth Business Day (as hereinafter
defined) prior to the date fixed for the payment thereof.
As used herein, the term "Business Day" means a day on which
banks in The City of New York are open for business and on
which foreign exchange dealings may be conducted in The City
of New York.
Section 3. Certain Restrictions.
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(a) Whenever monthly dividends payable on
shares of Series D Preferred Stock as provided in
Section 2 hereof are in arrears, thereafter and
until all accrued and unpaid dividends, whether or
not declared, on the outstanding shares of Series
D Preferred Stock shall have been paid in full or
declared and set apart<PAGE>
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for payment, the Corporation shall not: (i) declare or pay
dividends, or make any other distributions, on any
shares of Common Stock or other capital stock
ranking junior (either as to payment of dividends
or distribution of assets upon liquidation,
dissolution or winding up) to the Series D
Preferred Stock ( Junior Stock ), other than
dividends or distributions payable in Junior
Stock; (ii) declare or pay dividends, or make any
other distributions, on any shares of capital
stock ranking on a parity (either as to payment of
dividends or distribution of assets upon
liquidation, dissolution or winding up) with the
Series D Preferred Stock ( Parity Stock ), other
than dividends or distributions payable in Junior
Stock, and other than dividends paid ratably on
the Series D Preferred Stock and all Parity Stock
on which dividends are payable or in arrears, in
proportion to the total amounts to which the
holders of all such shares are then entitled;
(iii) redeem or purchase or otherwise acquire for
consideration any shares of Junior Stock;
provided, that the Corporation may at any time
redeem, purchase or otherwise acquire any shares
of Junior Stock in exchange for shares of Junior Stock;
or (iv) redeem or purchase or otherwise acquire for
consideration any shares of Series D Preferred Stock or
Parity Stock, except in accordance with a purchase offer
made in writing or by publication (as determined by the
Board of Directors) to all holders of such shares upon
such terms as the Board of Directors, after consideration
of the respective annual dividend rates and other relative
rights and preferences of the respective series and classes,
shall determine in good faith will result in fair and
equitable treatment among the respective series or classes.
(b) The Corporation shall not permit any
Subsidiary of the Corporation to purchase or
otherwise acquire for consideration any shares of
capital stock of the Corporation unless the
Corporation could, pursuant to paragraph (a) of
this Section 3, purchase or otherwise acquire such
shares at such time and in such manner.
Section 4. Redemption.
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(a) The shares of Series D Preferred Stock,
if issued prior to February 28, 1999, shall not be
redeemed by the Corporation prior to February 28,
1999. The Corporation, at its option, may redeem
shares of Series D Preferred Stock, as a whole or
in part, at any time or from time to time on or
after February 28, 1999, at a price of $16.00 per
share, plus an amount per share equal to all
accrued but unpaid dividends thereon, whether or
not declared, to the date fixed for redemption
(hereinafter called the redemption price ). The<PAGE>
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Corporation's election to redeem shares of Series
D Preferred Stock shall be expressed by resolution
of the Board of Directors. Any such redemption
shall be made upon not less than 30 nor more than
60 days' previous notice to holders of record of
the shares of Series D Preferred Stock to be
redeemed, given as hereinafter provided.
(b) If less than all shares of Series D
Preferred Stock at the time outstanding are to be
redeemed, the shares to be redeemed shall be
selected pro rata or by lot, in such manner as may
be prescribed by resolution of the Board of
Directors.
(c) Notice of any redemption of shares of
Series D Preferred Stock shall be given by
publication in a newspaper of general circulation
in the Borough of Manhattan, The City of New York,
such publication to be made not less than 30 nor
more than 60 days prior to the redemption date
fixed by the Board of Directors and specified
therein. A similar notice shall be mailed by the
Corporation, postage prepaid, not less than 30 nor
more than 60 days prior to such redemption date,
addressed to the respective holders of record of
shares of Series D Preferred Stock to be redeemed
at their respective addresses as the same shall
appear on the stock transfer records of the
Corporation, but the mailing of such notice shall
not be a condition of such redemption. In order
to facilitate the redemption of shares of Series D
Preferred Stock, the Board of Directors may fix a
record date for determination of shares of Series
D Preferred Stock to be redeemed, not less than 30
days nor more than 60 days prior to the date fixed
for such redemption.
(d) Notice having been given pursuant to
paragraph (c) of this Section 4, from and after
the date specified therein as the date of
redemption, unless default shall be made by the
Corporation in providing moneys for the payment of
the redemption price pursuant to such notice, all
dividends on the Series D Preferred Stock thereby
called for redemption shall cease to accrue, and
from and after the date of redemption so
specified, unless default shall be made by the
Corporation as aforesaid, or from and after the
date (if prior to the date of redemption so
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specified) on which the Corporation shall provide
the moneys for the payment of the redemption price
by depositing the amount thereof with a bank or trust
company doing business in the Borough of Manhattan,
The City of New York, and having a capital and
surplus of at least $10,000,000 (provided that the notice of
redemption shall state the intention of the Corporation to
deposit such amount on a date prior to the date of
redemption so specified in such notice), all rights of the
holders thereof as stockholders of the Corporation, except
the right to receive the redemption price (but without
interest), shall cease. Any interest allowed on moneys so
deposited shall be paid to the Corporation. Any moneys so
deposited which shall remain unclaimed by the holders of
such Series D Preferred Stock at the end of six years after
the redemption date shall become the property of, and be
paid by such bank or trust company to, the Corporation.
Section 5. Reacquired Shares. Any shares of
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Series D Preferred Stock redeemed, purchased or otherwise
acquired by the Corporation in any manner whatsoever shall
be retired and cancelled promptly after the acquisition
thereof. All such shares shall upon their cancellation
become authorized but unissued shares of Preferred Stock,
$1.00 par value, of the Corporation and may be reissued as
part of another series of Preferred Stock, $1.00 par value,
of the Corporation subject to the conditions or restrictions
on issuance set forth herein, in the Certificate of
Incorporation, in any other Certificate of Designations
creating a series of Preferred Stock or any similar stock or
as otherwise required by law.
Section 6. Liquidation, Dissolution or Winding Up.
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(a) Upon any liquidation, dissolution or
winding up of the Corporation (whether voluntary
or involuntary), no distribution shall be made (i)
to the holders of shares of Junior Stock, unless,
prior thereto, the holders of shares of Series D
Preferred Stock shall have received $200.00 per
share, plus an amount per share equal to all accrued but unpaid
dividends thereon, whether or not declared, to the date of
such payment or (ii) to the holders of shares of Parity
Stock, except distributions made ratably on the Series D
Preferred Stock and all such Parity Stock in proportion to
the total amounts to which the holders of all such shares
are entitled upon such liquidation, dissolution or winding
up. After payment of the full amount of the liquidating
distribution to which holders of the Series D Preferred
Stock are entitled, such holders will have no right or claim
to any of the remaining assets of the Corporation.
(b) Neither the consolidation, merger or
other business combination of the Corporation with
or into any other Person or Persons, nor the sale,
lease, exchange or conveyance of all or any part
of the property, assets or business of the
Corporation, shall be<PAGE>
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deemed to be a liquidation, dissolution or winding up of
the Corporation for purposes of this Section 6.
Section 7. Voting Rights. Holders of the
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Series D Preferred Stock shall have no voting rights
whatsoever except for any voting rights to which they may be
entitled under the laws of the State of Delaware and except
for the following:
(a) Whenever dividends payable on the shares
of Series D Preferred Stock shall be in arrears
for eighteen monthly dividend periods, whether or
not consecutive, including any periods in which
dividends on the 8% Exchangeable Preferred Income
Cumulative Shares, Series A of Bear Stearns
Finance LLC were not paid in cash, the holders of
the outstanding shares of Series D Preferred Stock
(voting separately as a class with all other
series of Series D Preferred Stock upon which like
voting rights have been conferred and are
exercisable) will be entitled to vote for the
election of two of the authorized number of directors of the
Corporation at the earlier of (i) the next annual meeting of
stockholders or (ii) a special meeting of holders of the
Series D Preferred Stock called for the purpose, and at each
subsequent annual meeting of stockholders until all
dividends accumulated on the Series D Preferred Stock have
been fully paid or set apart for payment. The term of
office of all directors elected by the holders of shares of
Series D Preferred Stock shall terminate immediately upon
the termination of the right of the holders of the Series D
Preferred Stock to vote for directors. Whenever the shares
of Series D Preferred Stock become entitled to vote, each
holder of the Series D Preferred Stock will have one vote
for each share held.
(b) So long as any shares of the Series D
Preferred Stock remain outstanding, the
Corporation shall not without the consent of the
holders of at least 66 2/3% of the shares of
Series D Preferred Stock outstanding at the time
(voting separately as a class with any other
series of preferred stock of the Corporation upon
which like voting rights have been conferred and
are exercisable), (i) issue or increase the
authorized amount of any class or series ranking
senior to the Series D Preferred Stock as to
dividends or upon liquidation or (ii) amend, alter
or repeal the provisions of the Certificate of
Incorporation or the resolutions contained in the
Certificate of Designation, whether by merger,
consolidation or otherwise so as to materially and
adversely affect any power, preference or special
right of the shares of Series D Preferred Stock or
of the holders thereof; provided, however, that
any increase in the amount of authorized<PAGE>
<PAGE>
Common Stock or authorized Preferred Stock of the
Corporation, any increase or decrease in the
number of shares of any series of Preferred Stock
of the Corporation or the creation and issuance of
Common Stock or other series of Preferred Stock of
the Corporation, in each case ranking on a parity
with or junior to the shares of Series D Preferred
Stock as to dividends and upon liquidation, shall not
be deemed to materially and adversely affect the powers,
preferences or special rights of the shares of Series
D Preferred Stock.
(c) The foregoing voting provisions shall
not apply if, at or prior to the time when the act
with respect to which such vote would otherwise be
required shall be effected, all outstanding shares
of Series D Preferred Stock shall have been
redeemed or called for redemption and sufficient
funds shall have been deposited in trust to effect
such a redemption.
Section 8. Definitions. For the purposes of
-----------
the Certificate of Designations of the Series D Preferred
Stock which embodies this resolution:
Persons shall mean any individual, firm,
corporation or other entity, and shall include any
successor (by merger or otherwise) of such entity.
Subsidiary of any Person shall mean any
corporation or other entity of which a majority of
the voting power of the voting equity securities
or equity interest is owned, directly or
indirectly, by such Person.
Section 9. Rank. The Series D Preferred
----
Stock shall rank, with respect to the payment of dividends
and the distribution of assets, equally with all shares of
the Adjustable Cumulative Preferred Stock, Series A, of the
Corporation, all shares of the 7.88% Cumulative Preferred
Stock, Series B, of the Corporation and shares of the 7.60%
Cumulative Preferred Stock, Series C, of the Corporation.
<PAGE>
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this
Certificate of Designations of 8% Cumulative Preferred Stock, Series D
to be duly executed by its Senior Vice President-Finance and attested
to by its Secretary and has caused its corporate seal to be affixed
hereto, this ____ day of February, 1994.
THE BEAR STEARNS COMPANIES INC.
By:
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Name:
Title:
ATTEST:
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Name:
Title:
