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PRICING SUPPLEMENT NO. 28 Rule 424(b)(3)
DATED: April 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
$25,000,000 [x] [x]
Original Issue Date: Fixed Rate Notes Certificated Notes
4/14/94 [_] [_]
Maturity Date: 4/14/97
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
[x] Other
Initial Interest Rate: 5.02% Interest Payment Period: Quarterly
Index Maturity: N/A
Spread (plus or minus): -.35%
- -------------------------
* The Note will bear interest at a rate per annum equal to the two-year
CMT Rate, adjusted by the Spread set forth above. The CMT Rate will
be determined by the Calculation Agent for each applicable Interest
Period in accordance with the following provisions:
(i) For each applicable Interest Period, the two-year CMT
Rate will be determined on the applicable Interest Determination
Date (as defined below) on the basis of the latest rate displayed
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at the close of business on that Interest Determination Date on
Telerate page 7055 for "Yields on Treasury Constant Maturities .
. . Federal Reserve Board Statistical Release H.15(519) . . .
Mondays approximately 3:45 pm EST" (or "EDT" as the case may be)
under the heading "2 YR", or such page as may replace page 7055,
as provided by the Telerate News Service, for the purpose of
displaying rates or prices that are comparable, as determined by
the Calculation Agent (after consultation with the Company), to
the two-year Constant Maturity Treasury rates formerly displayed
on Telerate page 7055; or
(ii) if the information specified in subparagraph (i) above
is not available at any Interest Determination Date, then the
two-year CMT Rate for the applicable Interest Period shall be
determined on the basis of the two-year Treasury Constant
Maturity rate (or other two-year United States Treasury rate)
published as of such Interest Determination Date 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 7055 and
published in the Federal Reserve Board Statistical Release H.15
(519); or
(iii) if the information specified in subparagraphs (i) and
(ii) is not available at any Interest Determination Date, then
the two-year CMT Rate for the applicable Interest Period shall be
the yield to maturity of the then most recently issued direct
non-callable fixed rate United States Treasury Note with an
original maturity of approximately two years and a remaining term
to maturity of at least one year (the "Reference Treasury Note"),
as calculated by the Calculation Agent on the basis of the
arithmetic mean of the secondary market bid side prices for such
Reference Treasury Note quoted as of 3:00 pm, New York City time
(or the closing of the market, if earlier), on such Interest
Determination Date, by (and appearing in the written records of)
three leading primary United States government securities dealers
in New York City selected by the Calculation Agent; or
(iv) if the information specified in subparagraphs (i) and
(ii) above is not available at any Interest Determination Date
and at least three price quotations for the Reference Treasury
Note are not available at that Interest Determination Date from
leading primary dealers in New York City as provided in
subparagraph (iii) above, then the two-year CMT Rate for the
applicable Interest Period shall be the yield to maturity of the
Reference Treasury Note, as calculated by the Calculation Agent
on the basis of the arithmetic mean of the secondary market bid
side prices for such Reference Treasury Note quoted as of 3:00
pm, New York City time (or the closing of the market, if
earlier), on such Interest Determination Date, by (and appearing
in the written records of) any three primary United States
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government securities dealers selected by the Calculation Agent
(irrespective of where such dealers may be located); or
(v) if the information specified in subparagraphs (i) and
(ii) above is not available at any Interest Determination Date
and the Calculation Agent is unable to obtain the requisite
quotations specified in either subparagraph (iii) above or
subparagraph (iv) above, then the interest rate on the Notes for
the applicable Interest Period shall be the same as the interest
rate on the Notes in effect at that Interest Determination Date.
As used herein, the following terms shall have the following
meanings:
"Business Day" means any day that is not a Saturday or
Sunday and that, in New York City, is not a day on which banking
institutions generally are authorized or required by law or
executive order to close.
"Interest Determination Date" for any Interest Period shall
mean the tenth Business Day preceding the Interest Payment Date
commencing such Interest Period.
** 7/14/94, 10/14/94, 1/17/95, 4/17/95, 7/14/95, 10/16/95, 4/15/96,
7/15/96, 10/15/96 and 1/14/97.
*** 7/14/94, 10/14/94, 1/17/95, 4/17/95, 7/14/95, 10/16/95, 4/15/96,
7/15/96, 10/15/96, 1/14/97 and 4/14/97.
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.
