<PAGE>
As filed with the Securities and Exchange Commission on March 16, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT UNDER
THE SECURITIES ACT OF 1933
-------------
THE BEAR STEARNS COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3286161
(State or Other Jurisdiction (I.R.S. Employer Identificatio No.)
of Incorporation or
Organization)
245 Park Avenue
New York, New York 10167
(212) 272-2000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
William J. Montgoris
Chief Operating Officer
and Chief Financial Officer
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
(212) 272-2000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Dennis J. Block, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
Approximate date of commencement of proposed sale of the securities to the
public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1)(2) Unit(3) Price(3) Registration Fee
Debt Securities and Warrants $2,500,000,000 100% $2,500,000,000 $862,069
(1) In United States dollars or the equivalent thereof in one or more foreign or composite currencies.
(2) The amount of Debt Securities and Warrants to be registered is the issue price thereof plus the issue price of any
Warrants or the issue price of any Debt Securities to be issued upon the exercise of the Warrants.
(3) Estimated solely for the purpose of calculating the registration fee.
/TABLE
<PAGE>
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included in this Registration Statement is a combined Prospectus and
relates to this Registration Statement and Registration Statement No. 33-
51733, Registration Statement No. 33-50393, Registration Statement No. 33-
65796, Registration Statement No. 33-57824, Registration Statement No. 33-
48829 and Registration Statement No. 33-44521 previously filed by the
Registrant on Form S-3 and declared effective on January 7, 1994, October
4, 1993, July 16, 1993, February 18, 1993, July 10, 1992, and December 31,
1991, respectively. This Registration Statement also constitutes Post-
Effective Amendment No. 1 to Registration Statement No. 33-51733, Post-
Effective Amendment No. 2 to Registration Statement No. 33-50393, Post-
Effective Amendment No. 3 to Registration Statement No. 33-65796, Post-
Effective Amendment No. 4 to Registration Statement No. 33-57824, Post-
Effective Amendment No. 5 to Registration Statement No. 33-48829 and Post-
Effective Amendment No. 6 to Registration Statement No. 33-44521, and such
Post-Effective Amendments shall thereafter become effective in accordance
with Section 8(c) of the Securities Act of 1933.
The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement thereafter shall become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT
BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE
REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT
CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR
SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH
OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR
QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
SUBJECT TO COMPLETION, DATED MARCH 16, 1994
PROSPECTUS
$3,096,163,750
THE BEAR STEARNS COMPANIES INC.
DEBT SECURITIES AND WARRANTS
The Company may issue and sell from time to time, in one or more
series with an aggregate initial public offering price of up to
$3,096,163,750 (or the equivalent in foreign denominated currency or
units based on or relating to currencies), debt securities ("Debt
Securities") consisting of debentures, notes and/or other unsecured
evidences of indebtedness and warrants ("Warrants") to purchase Debt
Securities or to buy and sell government debt securities, currencies,
currency units, currency indices or currency baskets, stock indices,
stock baskets, commodities, commodity indices or another index or
reference. The Debt Securities and Warrants are herein collectively
referred to as the "Securities." The Debt Securities and Warrants may
be offered independently or together for sale directly to purchasers
or through dealers, underwriters or agents. The Company will offer
the Securities to the public on terms determined by market conditions.
The Securities may be sold for, and principal of and interest on Debt
Securities and the cash settlement value of the Warrants may be
payable in, United States dollars, foreign denominated currency or
currency units, in each case, as the Company specifically designates.
The accompanying Prospectus Supplement sets forth the specific
designation, aggregate principal amount, purchase price, maturity,
interest rates (or manner of calculation thereof), time of payment of
interest (if any), currency or currency units in which payments will
be made (if other than United States dollars), listing (if any) on a
securities exchange and any other specific terms of the Debt
Securities, the purchase price, exercise price, exercise period,
detachability and any other specific terms of any Warrants and the
name of and compensation to each dealer, underwriter or agent (if any)
involved in the sale of the Securities. The managing underwriters
with respect to each series sold to or through underwriters will be
named in the accompanying Prospectus Supplement. Any such
underwriters (and any representative thereof), dealers or agents may
include Bear, Stearns & Co. Inc., a wholly-owned subsidiary of the
Company.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY
SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------------------
The Securities may be offered through dealers, through
underwriters or through agents designated from time to time, as set
forth in the accompanying Prospectus Supplement. The net proceeds to
the Company will be, in the case of a dealer, the sales price to such
dealer, in the case of an underwriter, the public offering price less
the applicable underwriting discount or commission, and, in the case
of an agent, the public offering price less the applicable agency
commission, in each case, less other expenses attributable to issuance
and distribution. See "Plan of Distribution" for possible
indemnification arrangements for dealers, underwriters and agents.
This Prospectus and the accompanying Prospectus Supplement may be
used by Bear, Stearns & Co. Inc. in connection with offers and sales
of Debt Securities and Warrants in market-making transactions at
negotiated prices related to prevailing market prices at the time of<PAGE>
sale or otherwise. Bear, Stearns & Co. Inc. may act as a principal or
agent in such transactions.
----------------------------------------
BEAR, STEARNS & CO. INC.
_____ __, 1994
NYFS04...:\25\22625\0122\2322\FRM30794.S2A
<PAGE>
<PAGE>
IN CONNECTION WITH THE OFFERING OF CERTAIN SECURITIES HEREUNDER,
THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE
OR MAINTAIN THE MARKET PRICES OF THOSE SECURITIES, OR OTHER SECURITIES
OF THE COMPANY, AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN
THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED ON THE NEW YORK
STOCK EXCHANGE OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE
DISCONTINUED AT ANY TIME.
--------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER,
DEALER OR AGENT. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL
OR A SOLICITATION OF AN OFFER TO BUY SECURITIES BY ANYONE IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR
IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED
TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports, proxy statements and other
information with the Securities and Exchange Commission (the
"Commission"). Reports, proxy statements and other information filed
by the Company with the Commission can be inspected and copied at the
public reference facilities maintained by the Commission at Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549 or at its Regional
Offices located at the Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511 and 7 World Trade
Center, 13th Floor, New York, New York 10048, and copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. Reports, proxy statements and other information
concerning the Company can also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act of
1933, as amended (the "Securities Act"). This Prospectus omits
certain of the information contained in the Registration Statement in
accordance with the rules and regulations of the Commission.
Reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the
Securities. Statements contained herein concerning the provisions of
any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission.
Each such statement is qualified in its entirety by such reference.
<PAGE>
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to Section 13 of the Exchange Act (File No. 1-8989), are
incorporated herein by reference: (i) the Annual Report on Form 10-K
(including the portions of the Company's Annual Report to Stockholders
incorporated by reference therein) for the fiscal year ended June 30,
1993 (the "1993 Form 10-K"), (ii) the Quarterly Report on Form 10-Q
for the quarterly period ended September 24, 1993 and (iii) the
Quarterly Report on Form 10-Q for the quarterly period ended December
31, 1993. All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the termination of the offering of the
Securities shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, upon the written or oral request
of such person, a copy of any or all documents incorporated by
reference into this Prospectus except the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to
Corporate Communications Department, The Bear Stearns Companies Inc.,
245 Park Avenue, New York, New York 10167; telephone number (212) 272-
2000.
-------------------------
<PAGE>
<PAGE>
THE COMPANY
The Company is a holding company that, through its subsidiaries,
principally Bear, Stearns & Co. Inc. ("Bear Stearns") and Bear,
Stearns Securities Corp. ("BSSC") is a leading United States
investment banking, securities trading and brokerage firm serving
United States and foreign corporations, governments and institutional
and individual investors. The business of the Company and its
subsidiaries includes market-making and trading in corporate, United
States government and agency, mortgage-related, asset-backed and
municipal securities and trading in options, futures, foreign
currencies, interest rate swaps and other derivative products;
securities and commodities arbitrage; securities, options and
commodities brokerage for domestic and international institutional and
individual clients; underwriting and distribution of securities,
arranging for the private placement of securities, assisting in
mergers and acquisitions and restructurings and providing other
financial advisory services, including advising on, and participating
in principal investments in, leveraged acquisitions; providing
securities clearance services; specialist activities in securities on
the floors of the New York Stock Exchange (the "NYSE"); customer
financing activities; securities lending activities; fiduciary
services; and providing other services, including real estate
brokerage, investment management and advisory activities, and
securities research.
The Company's operations are conducted from its principal offices
in New York City, from domestic regional offices in Atlanta, Boston,
Chicago, Dallas, Los Angeles and San Francisco, from representative
offices in Geneva, Hong Kong and Shanghai, through international
subsidiaries in Frankfurt, Hong Kong, London and Paris, through a
branch office in Tokyo and through joint ventures with other firms in
Karachi, Madrid and Paris. The Company's foreign offices provide
services and engage in investment activities involving foreign clients
and international transactions. The Company's trust company
subsidiary, Custodial Trust Company, operates from offices in
Princeton, New Jersey.
Bear Stearns and BSSC are broker-dealers registered with the
Commission, futures commission merchants registered with the Commodity
Futures Trading Commission, members of the NYSE and all other
principal United States securities and commodities exchanges and
members of the National Association of Securities Dealers, Inc. (the
"NASD") and the National Futures Association. Bear Stearns is also
recognized as a "primary dealer" in United States government
securities designated by the Federal Reserve Bank of New York.
The Company is incorporated in Delaware. The principal executive
office of the Company is located at 245 Park Avenue, New York, New
York 10167; its telephone number is (212) 272-2000.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus
Supplement, the Company intends to use the net proceeds from the sale
of the Securities for general corporate purposes, which may include
additions to working capital, the repayment of short-term indebtedness
and investments in, or extensions of credit to, subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of earnings to fixed charges was 1.9 for the six months
ended December 31, 1993 and 1.8, 1.6, 1.2, 1.2 and 1.3 for the fiscal
years ended June 30, 1993, 1992, 1991, 1990 and 1989, respectively.
These ratios were calculated by dividing the sum of fixed charges into
the sum of earnings before taxes and fixed charges. Fixed charges for
these purposes consist of all interest expense and certain other
immaterial expenses.
<PAGE>
<PAGE>
DESCRIPTION OF DEBT SECURITIES
GENERAL
The following description sets forth certain general terms and
provisions of the Debt Securities to which any Prospectus Supplement
may relate. The particular terms of the Debt Securities offered by
any Prospectus Supplement and the extent, if any, to which such
general terms and provisions will not apply to the Debt Securities so
offered will be described in the Prospectus Supplement relating to
those Debt Securities.
The Debt Securities will be issued under an Indenture, dated as
of May 31, 1991 (the "Indenture"), between the Company and Chemical
Bank (formerly Manufacturers Hanover Trust Company), as trustee (the
"Trustee"). A copy of the Indenture is filed as an exhibit to the
Registration Statement of which this Prospectus forms a part (the
"Registration Statement"). The following summaries of certain
provisions of the Indenture do not purport to be complete and are
subject to, and are qualified in their entirety by reference to, all
provisions of the Indenture, including the definitions therein of
certain terms.
The Indenture does not limit the principal amount of Debt
Securities that may be issued thereunder, and provides that Debt
Securities may be issued thereunder in one or more series up to the
aggregate principal amount that may be authorized from time to time by
the Company. The Company from time to time may, without the consent
of the Holders of outstanding Debt Securities, provide for the
issuance of other debt securities under the Indenture in addition to
the Debt Securities authorized on the date of this Prospectus. The
Indenture provides the Company with the ability, in addition to the
ability to issue Debt Securities with terms different than those of
Debt Securities previously issued, to "reopen" a previous issue of a
series of Debt Securities and issue additional Debt Securities of such
series. Debt Securities in an aggregate principal amount of up to
$3,096,163,750 may be offered pursuant to this Prospectus. As of the
date of this Prospectus, $6,103,536,250 aggregate principal amount of
Debt Securities have been issued under the Indenture and are outstand-
ing.
Reference is hereby made to the Prospectus Supplement relating to
the particular series of Debt Securities offered thereby for the terms
of those Debt Securities, including, where applicable (1) the title of
the Debt Securities and the series of which those Debt Securities are
a part; (2) the aggregate principal amount of, or any limit on the
aggregate principal amount of, those Debt Securities; (3) the date or
dates on which those Debt Securities will mature; (4) the rate or
rates per annum (which may be fixed or variable) at which those Debt
Securities will bear interest, if any; (5) the date or dates on which
such interest, if any, will be payable and the record date or dates
relating thereto; (6) the provisions, if any, for redemption of those
Debt Securities and the redemption price thereof; (7) the sinking fund
requirements, if any, with respect to those Debt Securities; (8)
whether those Debt Securities provide for payment in United States
dollars, a foreign currency or a composite currency; (9) any index,
formula or other method used to determine the amount of payments of
principal (and premium, if any) or interest, if any, on those Debt
Securities; (10) the form (registered or bearer or both) in which
those Debt Securities may be issued and any restrictions applicable to
the exchange of one form for another and to the offer, sale and
delivery of the Debt Securities in either form; (11) whether those
Debt Securities will be issued in book-entry form (a "Global
Security") or in certificated form; (12) whether and under what
circumstances the Company will pay additional amounts ("Additional
Amounts") relating to specified taxes, assessments or other
governmental charges in respect of those Debt Securities and whether
the Company has the option to redeem those Debt Securities rather than
pay such Additional Amounts, and the terms of any such redemption;
(13) if the amount of payments of principal of (and premium, if any)
or interest, if any, on, and Additional Amounts in respect of those
Debt Securities may be determined with reference to an index, formula
or other method based on a coin or currency other than that in which
the Debt Securities are stated to be payable, the
<PAGE>
<PAGE>
manner in which those amounts will be determined; (14) the provisions,
if any, for the defeasance of those Debt Securities; and (15) any
other terms of those Debt Securities not inconsistent with the
provisions of the Indenture.
Unless otherwise provided in the applicable Prospectus
Supplement, Debt Securities will be issued only in registered form
without coupons ("Registered Securities") in denominations of $1,000
and integral multiples thereof, and in bearer form with or without
coupons ("Bearer Securities") in the denomination of $5,000. If
Bearer Securities of a series are issued, the federal income tax
consequences and other special considerations applicable to those
Bearer Securities will be described in the Prospectus Supplement
relating to that series.
Unless otherwise provided in the applicable Prospectus
Supplement, Registered Securities may be transferred or exchanged at
the corporate trust office or agency of the Trustee in the City and
State of New York, subject to the limitations provided in the
Indenture, without the payment of any service charge, other than any
tax or other governmental charge that may be imposed in connection
therewith. Bearer Securities will be transferable by delivery.
Provisions with respect to the exchange of Bearer Securities of any
series will be described in the Prospectus Supplement relating
thereto.
If the amount of payments of principal of (and premium, if any)
or any interest on Debt Securities of any series is to be determined
with reference to any type of index, formula or other method, the
federal income tax consequences (if material), specific terms of and
other information with respect to those Debt Securities and that
index, formula or other method will be described in the Prospectus
Supplement relating to that series.
If the principal of (and premium, if any) or any interest on Debt
Securities of any series are payable in a foreign or composite
currency, the restrictions, elections, federal income tax
consequences, specific terms and other information with respect to
those Debt Securities and such currency will be described in the
Prospectus Supplement relating to that series.
One or more series of Debt Securities may be sold at a
substantial discount below its or their stated principal amount,
bearing no interest or interest at a rate that at the time of issuance
is below market rate. One or more series of Debt Securities may be
variable rate debt securities that may be exchangeable for fixed rate
debt securities. Federal income tax consequences and other special
considerations applicable to any such series will be described in the
Prospectus Supplement relating thereto.
The Debt Securities will be unsecured and will rank pari passu
---- -----
with all other unsecured and unsubordinated indebtedness of the
Company. The Company extends credit to its subsidiaries from time to
time. Extensions of credit to subsidiaries may be subordinated to the
claims of unaffiliated creditors of those subsidiaries. In addition,
since the Company is a holding company, the right of the Company and
hence the right of creditors of the Company (including the Holders of
the Debt Securities) to participate in any distribution of the assets
of any subsidiary upon its liquidation or reorganization, or
otherwise, is necessarily subject to the prior claims of creditors of
the subsidiary, except to the extent that claims of the Company itself
as a creditor of the subsidiary may be recognized. Furthermore,
dividends, loans and advances to the Company from certain of its
subsidiaries, including Bear Stearns and BSSC, are restricted by net
capital requirements under the Exchange Act and under rules of certain
exchanges and other regulatory bodies and by covenants governing
certain indebtedness of those subsidiaries.
Unless otherwise provided in the applicable Prospectus
Supplement, the principal of (and premium, if any) and any interest on
Debt Securities will be payable (in the case of Registered Securities)
at the corporate trust office or agency of the Trustee in the City and
State of New York or (in the case of Bearer Securities) at the office
of the Trustee located outside the United States maintained for such
purpose; provided, however, that
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<PAGE>
payment of interest other than interest payable at maturity (or on the
date of redemption, if any, if the Debt Securities are redeemable by
the Company prior to maturity, or on the date of repayment, if the
Debt Securities are repayable at the option of the Holder thereof
prior to maturity) on Registered Securities may be made at the option
of the Company by check mailed to the address of the person entitled
thereto or, at the option of a Holder of at least $10,000,000 in
principal amount of Registered Securities, by wire transfer to an
account designated by such Holder in writing at least 16 days prior to
the date on which such payment is due. Unless otherwise provided in
the applicable Prospectus Supplement, no payment on a Bearer Security
will be made by mail to an address in the United States or by wire
transfer to an account maintained by the Holder thereof in the United
States or will otherwise be made inside the United States.
NOTICES
Unless otherwise provided in the applicable Prospectus
Supplement, any notice required to be given to a Holder of a Debt
Security of any series that is a Registered Security will be mailed to
the last address of such Holder set forth in the applicable Security
Register. Any notice required to be given to a Holder of a Debt
Security that is a Bearer Security will be published in a daily
newspaper of general circulation in the city or cities specified in
the Prospectus Supplement relating to such Bearer Security.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part
in the form of one or more Global Securities that will be deposited
with, or on behalf of, a depositary (the "Depositary") identified in
the Prospectus Supplement relating to such series. Global Securities
may be issued in either registered or bearer form and in either
temporary or definitive form. Unless and until it is exchanged in
whole or in part for the individual Debt Securities represented
thereby, a Global Security may not be transferred except as a whole by
the Depositary for such Global Security to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee
of the Depositary or by the Depositary or any nominee to a successor
of the Depositary or a nominee of the successor.
The specific terms of the depositary arrangement with respect to
any Debt Securities of a series will be described in the Prospectus
Supplement relating to such series. The Company anticipates that the
following provisions will apply to all depositary arrangements.
Upon the issuance of a Global Security, the Depositary will
credit on its book-entry system the respective principal amounts of
the individual Debt Securities represented by such Global Security to
the accounts of institutions that have accounts with the Depositary
("participants"). The accounts to be credited shall be designated by
the underwriters of the Debt Securities, or if the Debt Securities are
offered and sold directly by the Company or through agents, by the
Company or those agents. Ownership of beneficial interest in a Global
Security will be limited to participants or persons that may hold
beneficial interests through participants. Ownership of beneficial
interest in a Global Security will be shown on, and the transfer of
that ownership will be effected only through, records maintained by
the Depositary's participants or persons that hold through
participants. The laws of some states require that certain purchasers
of securities take physical delivery of securities. Such limits and
such laws may limit the market for beneficial interests in a Global
Security.
So long as the Depositary for a Global Security, or its nominee,
is the registered owner of a Global Security, the Depositary or
nominee, as the case may be, will be considered the sole owner or
Holder of the Debt
<PAGE>
<PAGE>
Securities represented by the Global Security for all purposes under
the Indenture. Except as provided below, owners of beneficial
interests in a Global Security will not be entitled to have Debt
Securities represented by Global Securities registered in their names,
will not receive or be entitled to receive physical delivery of Debt
Securities in definitive form and will not be considered the owners or
Holders thereof under the Indenture.
Subject to the restrictions discussed under "Limitations on
Issuance of Bearer Securities and Bearer Warrants" below, payments of
principal of (and premium, if any) and any interest on the individual
Debt Securities registered in the name of the Depositary or its
nominee will be made to the Depositary or its nominee, as the case may
be, as the Holder of such Global Security. Neither the Company nor
the Trustee will have any responsibility or liability for any aspect
of the records relating to or payments made on account of beneficial
ownership interests of a Global Security, or for maintaining,
supervising or reviewing any records relating to beneficial ownership
interests and each of them may act or refrain from acting without
liability on any information provided by the Depositary. The Company
expects that the Depositary, upon receipt of any payment of principal,
premium or interest in respect of a Global Security, will credit
immediately the accounts of the participants with payment in amounts
proportionate to their respective holdings in principal amount of
beneficial interest in a Global Security as shown on the records of
the Depositary. The Company also expects that payments by
participants to owners of beneficial interests in a Global Security
will be governed by standing customer instructions and customary
practices, as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name," and will be
the responsibility of such participants. Receipt by owners of
beneficial interests in a temporary Global Security of payments of
principal, premium or interest in respect thereof will be subject to
the restrictions discussed under "Limitations on Issuance of Bearer
Securities and Bearer Warrants" below.
If interest is paid on a bearer Global Security, or if no
interest has been paid but the bearer Global Security remains
outstanding beyond a reasonable period of time after the restricted
period (as defined in applicable U.S. Treasury regulations) has ended,
the Depositary must provide the Company with a certificate to the
effect that the owners of the beneficial interests in the Global
Security are non-U.S. persons or U.S. persons that are permitted to
hold bearer securities under applicable U.S. Treasury regulations. In
general, U.S. persons that are permitted to hold bearer securities are
U.S. persons who acquire the securities through the foreign branch of
certain U.S. financial institutions and certain U.S. financial
institutions that hold the securities for resale to non-U.S. persons
or who hold the securities on their own account through a foreign
branch. The certificate must be provided within a reasonable period
of time after the end of the restricted period, but in no event later
than the date when interest is paid. The certificate must be based on
statements provided to the Depositary by the owners of the beneficial
interests.
If the Depositary is at any time unwilling or unable or
ineligible to continue as depositary and a successor depositary is not
appointed by the Company within 90 calendar days, then the Company
will issue Debt Securities in certificated form in exchange for all
outstanding Global Securities. In addition, the Company (but not a
Holder) may at any time determine not to have Debt Securities
represented by a Global Security and, in that event, will issue Debt
Securities in definitive form in exchange for all Global Securities.
In any such instance, an owner of a beneficial interest in the Global
Securities to be exchanged will be entitled to delivery in definitive
form of Debt Securities equal in principal amount to such beneficial
interest and to have such Debt Securities registered in its name.
Individual Debt Securities of the series so issued will be issued (a)
as Registered Securities in denominations, unless otherwise specified
by the Company, of $1,000 and integral multiples thereof if the Debt
Securities of that series are issuable as Registered Securities, (b)
as Bearer Securities in the denomination or denominations specified by
the Company if the Debt Securities of that series are issuable as
Bearer Securities or (c) as either Registered or Bearer Securities, if
the Debt Securities of that series are issuable in either form. See,
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however, "Limitations on Issuance of Bearer Securities and Bearer
Warrants" below for a description of certain restrictions on the
issuance of individual Bearer Securities in exchange for beneficial
interests in a Global Security.
LIMITATION ON LIENS
The Indenture provides that the Company may not, and may not
permit any Restricted Subsidiary to, issue, incur, assume, guarantee
or suffer to exist any indebtedness for borrowed money secured by a
pledge of, lien on or security interest in any shares of Voting Stock
of any Restricted Subsidiary without effectively providing that the
securities issued under the Indenture, including the Debt Securities,
will be secured equally and ratably with such secured indebtedness.
The term "Restricted Subsidiary" as defined in the Indenture means
Bear Stearns, Custodial Trust Company, BSSC and any other subsidiary
of the Company owning, directly or indirectly, any of the common stock
of, or succeeding to a significant portion of the business, property
or assets of a Restricted Subsidiary, or with which a Restricted
Subsidiary is merged or consolidated.
MERGER AND CONSOLIDATION
The Indenture provides that the Company may consolidate or merge
with or into any other corporation, and the Company may sell, lease or
convey all or substantially all of its assets to any corporation,
organized and existing under the laws of the United States of America
or any state thereof, provided that (a) the corporation (if other than
the Company) formed by or resulting from any such consolidation or
merger or that shall have received such assets shall expressly assume
payment of the principal of, and premium, if any, and interest on,
(and any Additional Amounts payable in respect of) the Debt Securities
and the performance and observance of all of the covenants and
conditions of the Indenture to be performed or observed by the
Company, and (b) the Company or such successor corporation shall not
immediately thereafter be in default under the Indenture.
Unless otherwise provided in the applicable Prospectus
Supplement, the Indenture does not restrict (i) a consolidation,
merger, sale of assets or other similar transaction that may adversely
affect the creditworthiness of the Company or a successor or combined
entity, (ii) a change in control of the Company or (iii) a highly
leveraged transaction involving the Company, whether or not involving
a change in control, and the Indenture therefore will not protect
holders of the Debt Securities from the substantial impact that any of
the foregoing transactions may have on the value of the Debt
Securities.
MODIFICATION AND WAIVER
Modification and amendment of the Indenture may be effected by
the Company and the Trustee with the consent of the Holders of 66 2/3%
in principal amount of the outstanding Debt Securities of each series
affected thereby, provided that no such modification or amendment may,
without the consent of the Holder of each outstanding Debt Security
affected thereby (a) change the Stated Maturity or the date of any
installment of principal of, or interest on, any Debt Security or
change the Redemption Price or the Optional Redemption Price thereof;
(b) reduce the principal amount of, or the rate of interest on, or the
amount of any Additional Amount payable in respect of, any Debt
Security or reduce the amount of principal that could be declared due
and payable prior to the Stated Maturity of that Debt Security, or
change the obligation of the Company to pay any Additional Amounts
(except as contemplated or permitted under the Indenture), or reduce
the amount of the principal of a Discount Security that would be due
and payable upon a declaration of acceleration of the maturity of that
Debt Security pursuant to the Indenture; (c) change the place or
currency of any payment of principal, premium, if any,
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or interest on any Debt Security; (d) impair the right to institute
suit for the enforcement of any payment on or with respect to any Debt
Security; (e) reduce the percentage in principal amount of the
outstanding Debt Securities of any series, the consent of whose
Holders is required to modify or amend the Indenture; or (f) modify
the foregoing requirements or reduce the percentage of outstanding
Debt Securities necessary to waive any past default to less than a
majority. Except with respect to certain fundamental provisions, the
Holders of at least a majority in principal amount of outstanding Debt
Securities of any series may, with respect to that series, waive past
defaults under the Indenture and waive compliance by the Company with
certain provisions of the Indenture.
EVENTS OF DEFAULT
Under the Indenture, the following will be Events of Default with
respect to any series of Debt Securities: (a) default in the payment
of interest on, or any Additional Amounts payable in respect of, any
Debt Securities of that series when due, which default has continued
for 30 days; (b) default in the payment of the principal of, and
premium, if any, on, any Debt Security of that series when due; (c)
default in the deposit of any sinking fund payment, when due, in
respect of any Debt Security of that series; (d) default in the
performance of any other covenant of the Company contained in the
Indenture or in the Debt Securities of that series, which default has
continued for 60 days after written notice as provided in the
Indenture; (e) default for 10 days after notice as provided in the
Indenture, in respect of any other indebtedness for borrowed money of
the Company or any Restricted Subsidiary in excess of $10,000,000 that
has been declared due and payable prior to maturity; (f) certain
events of bankruptcy, insolvency or reorganization; and (g) any other
Event of Default with respect to Debt Securities of that series. The
Trustee or the Holders of 25% in principal amount (or any lesser
amount that may be provided for in the Debt Securities of that series)
of the outstanding Debt Securities of that series may declare the
principal amount of all outstanding Debt Securities of that series due
and payable immediately if an Event of Default with respect to the
Debt Securities of that series shall occur and be continuing at the
time of declaration. At any time after a declaration of acceleration
has been made with respect to the Debt Securities of any series, but
before a judgment or decree for payment of money due has been obtained
by the Trustee, the Holders of a majority in principal amount of the
outstanding Debt Securities of that series may rescind any declaration
of acceleration and its consequences, if all payments due (other than
those due solely as a result of acceleration) have been made and all
Events of Default have been remedied or waived. Any Event of Default
with respect to Debt Securities of any series may be waived by the
Holders of a majority in principal amount of all outstanding Debt
Securities of that series, except in a case of failure to pay the
principal of, and premium, if any, or interest on, or any Additional
Amounts payable in respect of, any Debt Security of that series for
which payment had not been subsequently made or in respect of a
covenant or provision that cannot be modified or amended without the
consent of the Holder of each outstanding Debt Security of that
series.
The Holders of a majority in principal amount of the outstanding
Debt Securities of a series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to
Debt Securities of that series, provided that this direction shall not
be in conflict with any rule of law or the Indenture. Before
proceeding to exercise any right or power under the Indenture at the
direction of those Holders, the Trustee shall be entitled to receive
from those Holders reasonable security or indemnity against the costs,
expenses and liabilities which might be incurred by it in complying
with any such direction.
The Company will be required to furnish to the Trustee annually a
statement as to the fulfillment by the Company of all of its
obligations under the Indenture.
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DEFEASANCE
If so established by the Company under the terms of the Indenture
with respect to Debt Securities of any series that are Registered
Securities denominated and payable only in United States dollars
(except as otherwise provided under the Indenture), the Company, at
its option, (a) will be discharged from any and all obligations in
respect of the Debt Securities of that series (except for certain
obligations to register the transfer or exchange of Debt Securities of
that series, replace stolen, lost or mutilated Debt Securities of that
series, maintain paying agents and hold moneys for payment in trust)
on the 91st day after the applicable conditions described in this
paragraph have been satisfied or (b) will not be subject to provisions
of the Indenture described above under "Limitation on Liens" and
"Merger and Consolidation" with respect to the Debt Securities of that
series, in each case if the Company deposits with the Trustee, in
trust, money or U.S. Government Obligations that, through the payment
of interest thereon and principal thereof in accordance with their
terms, will provide money in an amount sufficient to pay all the
principal (including any mandatory sinking fund payments) of, and
premium, if any, and any interest on, the Debt Securities of that
series on the dates such payments are due in accordance with the terms
of those Debt Securities. To exercise either option, the Company is
required to deliver to the Trustee an opinion of counsel to the effect
that (a) the deposit and related defeasance would not cause the
Holders of the Debt Securities of the series being defeased to
recognize income, gain or loss for United States Federal income tax
purposes and (b) if the Debt Securities of that series are then listed
on the NYSE, the exercise of the option would not result in delisting.
Defeasance provisions, if any, with respect to any series of Debt
Securities may be specified by the Company under the terms of the
Indenture.
DESCRIPTION OF WARRANTS
The following description sets forth certain general terms and
provisions of the Warrants to which any Prospectus Supplement may
relate. The particular terms of the Warrants offered by any
Prospectus Supplement and the extent, if any, to which such general
terms and provisions will not apply to the Warrants so offered will be
described in the Prospectus Supplement relating to those Warrants.
The Company may issue Warrants for the purchase of Debt
Securities, Warrants to buy or sell debt securities of or guaranteed
by the United States or other sovereign states ("Government Debt
Securities"), Warrants to buy or sell currencies, currency units or
units of a currency index or currency basket, Warrants to buy or sell
units of a stock index or stock basket and Warrants to buy and sell a
commodity or a commodity index. Warrants may be offered independently
of or together with any series of Debt Securities and may be attached
to or separate from those Debt Securities. The Warrants will be
settled either through physical delivery or through payment of a cash
settlement value as set forth herein and in any applicable Prospectus
Supplement. Each series of Warrants will be issued under a separate
warrant agreement (a "Warrant Agreement") to be entered into between
the Company and a bank or a trust company, as warrant agent (the
"Warrant Agent"), all as described in the Prospectus Supplement
relating to that series of Warrants. The Warrant Agent will act
solely as the agent of the Company under the applicable Warrant
Agreement and in connection with the certificates for the Warrants
(the "Warrant Certificates"), if any, of that series, and will not
assume any obligation or relationship of agency or trust for or with
any holders of those Warrant Certificates or beneficial owners of
those Warrants. The following summaries of certain provisions of the
forms of Warrant Agreements and Warrant Certificates do not purport to
be complete and are subject to, and are qualified in their entirety by
reference to, all the provisions of the Warrant Agreements and the
Warrant Certificates, copies of which have been filed as exhibits to
the Registration Statement of which this Prospectus is a part.
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GENERAL
Reference is hereby made to the Prospectus Supplement relating to
the particular series of Warrants, if any, offered thereby for the
terms of those Warrants, including, where applicable: (1) whether the
Warrant is for Debt Securities, Government Debt Securities,
currencies, currency units, currency indices or currency baskets,
stock indices, stock baskets, commodities, commodity indices or any
other index or reference as therein described; (2) the offering price;
(3) the currency, currency unit, currency index or currency basket
based on or relating to currencies for which those Warrants may be
purchased; (4) the date on which the right to exercise those Warrants
will commence and the date (the "Expiration Date") on which that right
will expire; (5) whether those Warrants are to be issuable in
registered form ("Registered Warrants") or bearer form ("Bearer
Warrants"); (6) whether those Warrants are extendable and the period
or periods of such extendibility; (7) the terms upon which Bearer
Warrants, if any, of any series may be exchanged for Registered
Warrants of that series; (8) whether those Warrants will be issued in
book-entry form (a "Global Warrant Certificate") or in certificated
Form; (9) United States federal income tax consequences applicable to
those Warrants; and (10) any other terms of those Warrants not
inconsistent with the applicable Warrant Agreement.
If the offered Warrants are to purchase Debt Securities, the
Prospectus Supplement will also describe (1) the designation,
aggregate principal amount, currency, currency unit or currency basket
and other terms of the Debt Securities purchasable upon exercise of
those Warrants; (2) the designation and terms of the Debt Securities
with which those Warrants are issued and the number of those Warrants
issued with each such Debt Security; (3) the date or dates on and
after which those Warrants and the related Debt Securities will be
separately transferable; and (4) the principal amount of Debt
Securities purchasable upon exercise of one offered Warrant and the
price at which and currency, currency unit or currency basket in which
such principal amount of Debt Securities may be purchased upon such
exercise. Prior to exercising their Warrants, holders of those
Warrants will not have any of the rights of Holders of the Debt
Securities of the series purchasable upon such exercise, including the
right to receive payments of principal of, or premium, if any, or
interest, if any, on, those Debt Securities, or to enforce any of the
covenants in the Indenture.
If the offered Warrants are to buy or sell Government Debt
Securities or a currency, currency unit, currency index or currency
basket, the Prospectus Supplement will describe the amount and
designation of the Government Debt Securities or currency, currency
unit, currency index or currency basket, as the case may be, subject
to each Warrant, whether those Warrants provide for cash settlement or
delivery of the Government Debt Securities or currency, currency unit,
currency index or currency basket upon exercise.
If the offered Warrants are Warrants on a stock index or a stock
basket, those Warrants will provide for payment of an amount in cash
determined by reference to increases or decreases in such stock index
or stock basket, and the Prospectus Supplement will describe the terms
of those Warrants, the stock index or stock basket covered by those
Warrants and the market to which the stock index or stock basket
relates.
If the offered Warrants are Warrants on a commodity or commodity
index, those Warrants will provide for cash settlement or delivery of
the particular commodity or commodity index. The Prospectus
Supplement will describe the terms of those Warrants, the commodity or
commodity index covered by those Warrants and the market, if any, to
which the commodity or commodity index relates.
Registered Warrants of any series will be exchangeable for
Registered Warrants of the same series representing in the aggregate
the number of Warrants surrendered for exchange. Warrant
Certificates, to the extent exchangeable, may be presented for
exchange, and Registered Warrants may be presented for transfer, at
the corporate trust office of the Warrant Agent for that series of
Warrants (or any other office indicated in the
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Prospectus Supplement relating to that series of Warrants). Warrants
to buy or sell Government Debt Securities or a currency, currency
unit, currency index or currency basket, and Warrants on stock indices
or stock baskets or on commodities or commodity indices, may be issued
in the form of a single Global Warrant Certificate, registered in the
name of the nominee of the depository of the Warrants, or may
initially be issued in the form of definitive certificates that may be
exchanged, on a fixed date, or on a date or dates selected by the
Company, for interests in a Global Warrant Certificate, as set forth
in the applicable Prospectus Supplement. Bearer Warrants will be
transferable by delivery. The Prospectus Supplement will describe the
terms of exchange applicable to any Bearer Warrants.
EXERCISE OF WARRANTS
Each Warrant will entitle the Holder to purchase such principal
amount of the Debt Securities or buy or sell such amount of Government
Debt Securities or of a currency, currency unit, currency index or
currency basket, commodity or commodities at the exercise price, or
receive a settlement value in respect of such amount of Government
Debt Securities or of a currency, currency unit, currency index or
currency basket, stock index or stock basket, commodity or commodity
index, as shall in each case be set forth in or calculable from, the
Prospectus Supplement relating to that series of Warrants or as
otherwise set forth in the Prospectus Supplement. Warrants may be
exercised at the corporate trust office of the Warrant Agent (or any
other office indicated in the Prospectus Supplement relating to those
Warrants) at any time up to 5:00 p.m. New York time on the date set
forth in the Prospectus Supplement relating to those Warrants or as
may be otherwise set forth in the Prospectus Supplement. After such
time on that date (or such later date to which such date may be
extended by the Company), unexercised Warrants will become void.
Subject to any restrictions and additional requirements that may
be set forth in the Prospectus Supplement relating thereto, Warrants
may be exercised by delivery to the Warrant Agent of the Warrant
Certificate evidencing such Warrants properly completed and duly
executed and of payment as provided in the Prospectus Supplement of
the amount required to purchase the Debt Securities, or (except in the
case in the case of Warrants providing for cash settlement) payment
for or delivery of the Government Debt Securities or currency,
currency unit, currency basket, stock index, stock basket, commodity
or commodity index, as the case may be, purchased or sold upon such
exercise. Only Registered Securities will be issued and delivered
upon exercise of Registered Warrants. Warrants will be deemed to have
been exercised upon receipt of such Warrant Certificate and any
payment, if applicable, at the corporate trust office of the Warrant
Agent or any other office indicated in the Prospectus Supplement and
the Company will, as soon as practicable thereafter, issue and deliver
the Debt Securities purchasable upon such exercise, or buy or sell
such Government Debt Securities or currency, currency unit, currency
basket, commodity or commodities or pay the settlement value in
respect of the Warrants. If fewer than all of the Warrants
represented by such Warrant Certificate are exercised, a new Warrant
Certificate will be issued for the remaining amount of the Warrants.
Special provisions relating to the exercise of any Bearer Warrants or
automatic exercise of Warrants will be described in the related
Prospectus Supplement.
LIMITATIONS ON ISSUANCE OF BEARER SECURITIES AND BEARER WARRANTS
In compliance with United States federal income tax laws and
regulations, the Company and any underwriter, agent or dealer
participating in the offering of any Bearer Security will agree that,
in connection with the original issuance of such Bearer Security or
during the restricted period (as defined in applicable U.S. Treasury
regulations) of such Bearer Security, they will not offer, sell or
deliver such Bearer Security, directly or indirectly, to a U.S. Person
or to any person within the United States, except to the extent
permitted under U.S. Treasury regulations.
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Each Bearer Security, including Bearer Global Securities that
will not be exchanged for definitive individual Securities prior to
the stated maturity, will bear on the face of the Security and on any
interest coupons that may be detachable therefrom a legend to the
following effect: "Any United States Person who holds this obligation
will be subject to limitations under the United States income tax
laws, including the limitations provided in Sections 165(j) and
1287(a) of the Internal Revenue Code." The sections referred to in
the legend provide that, with certain exceptions, a United States
taxpayer who holds Bearer Securities will not be allowed to deduct any
loss, and will not be eligible for capital gain treatment with respect
to any gain, realized on a sale, exchange, redemption or other
disposition of those Bearer Securities. The legend described above
will also be evidenced on any book-entry system maintained with
respect to the Bearer Securities.
As used herein, "United States" means the United States of
America and its possessions, and "U.S. Person" means a citizen or
resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States,
or an estate or trust the income of which is subject to United States
federal income taxation regardless of its source.
Pending the availability of a definitive Global Security or
individual Bearer Securities, as the case may be, Debt Securities that
are issuable as Bearer Securities may initially be represented by a
single temporary Global Security. Following the availability of a
definitive Global Security in bearer form, or individual Bearer
Securities, and subject to any further limitations described in the
applicable Prospectus Supplement, the temporary Global Security will
be exchangeable for interests in such definitive Global Security or
for such individual Bearer Securities, respectively, only upon receipt
of a "Certificate of Non-U.S. Beneficial Ownership" unless such a
certificate has already been provided by the Depositary because
interest has been paid on the Global Security or because a reasonable
period of time after the end of the restricted period has passed.
Limitations on the offer, sale, delivery and exercise of Bearer
Warrants (including a requirement that a Certificate of Non-U.S.
Beneficial Ownership be delivered upon exercise of a Bearer Warrant)
will be described in the Prospectus Supplement relating to those
Bearer Warrants.
PLAN OF DISTRIBUTION
The Company may sell the Securities in any of three ways: (i)
to underwriters (including Bear Stearns) or dealers, who may act
directly or through a syndicate represented by one or more managing
underwriters (including Bear Stearns); (ii) through broker-dealers
(including Bear Stearns) designated by the Company to act on its
behalf as agents; or (iii) directly to one or more purchasers. Each
Prospectus Supplement will set forth the manner and terms of the
offering of the Securities covered thereby, including (i) whether that
offering is being made to underwriters or through agents; (ii) any
underwriting discounts, dealer concessions, agency commissions and any
other items that may be deemed to constitute underwriters', dealers'
or agents' compensation, and (iii) the purchase price or initial
public offering price of the Securities and the anticipated proceeds
to the Company from the sale of the Securities.
When Securities are to be sold to underwriters, unless otherwise
set forth in the applicable Prospectus Supplement, the obligations of
the underwriters to purchase those Securities will be subject to
certain conditions precedent but the underwriters will be obligated to
purchase all of the Securities if any are purchased. The Securities
will be acquired by the underwriters for their own account and may be
resold by the underwriters, either directly to the public or to
securities dealers, from time to time in one or more transactions,
including negotiated transactions, either at fixed public offering
price or at varying prices determined at the time of sale. The
initial public offering price, if any, and any concessions allowed or
reallowed to dealers, may be changed from time to time.
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To the extent that any Securities underwritten by Bear Stearns
are not resold by Bear Stearns for an amount at least equal to the
public offering price thereof, the proceeds from the offering of those
Securities will be reduced. Bear Stearns intends to resell any of
those Securities from time to time following termination of the
offering at varying prices related to prevailing market prices at the
time of sale, subject to applicable prospectus delivery requirements.
Unless otherwise indicated in the applicable Prospectus
Supplement, when Securities are sold through an agent, the designated
agent will agree, for the period of its appointment as agent, to use
its best efforts to sell the Securities for the Company's account and
will receive commissions from the Company as set forth in the
applicable Prospectus Supplement.
Securities purchased in accordance with a redemption or repayment
pursuant to their terms may also be offered and sold, if so indicated
in the applicable Prospectus Supplement, in connection with a
remarketing by one or more firms ("remarketing firms") acting as
principals for their own accounts or as agents for the Company. Any
remarketing firm will be identified and the terms of its agreement, if
any, with the Company and its compensation will be described in the
Prospectus Supplement. Remarketing firms may be deemed to be
underwriters in connection with the Securities remarketed by them.
If so indicated in the applicable Prospectus Supplement, the
Company will authorize agents, underwriters or dealers to solicit
offers by certain specified institutions to purchase Securities at the
public offering price set forth in the Prospectus Supplement pursuant
to delayed delivery contracts providing for payment and delivery on a
future date specified in the Prospectus Supplement. These contracts
will be subject only to those conditions set forth in the applicable
Prospectus Supplement and the Prospectus Supplement will set forth the
commissions payable for solicitation of these contracts.
Underwriters and agents participating in any distribution of
Securities may be deemed "underwriters" within the meaning of the
Securities Act and any discounts or commissions they receive in
connection therewith may be deemed to be underwriting compensation for
the purposes of the Securities Act. Those underwriters and agents may
be entitled, under their agreements with the Company, to
indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act, or to contribution by
the Company to payments that they may be required to make in respect
of those civil liabilities. Various of those underwriters or agents
may be customers of, engage in transactions with or perform services
for the Company or its affiliates in the ordinary course of business.
Following the initial distribution of any series of Securities,
Bear Stearns may offer and sell previously issued Securities of that
series from time to time in the course of its business as a broker-
dealer. Bear Stearns may act as principal or agent in those
transactions. This Prospectus and the Prospectus Supplement
applicable to those Securities will be used by Bear Stearns in
connection with those transactions. Sales will be made at prices
related to prevailing prices at the time of sale.
Each distribution of Securities will conform to the requirements
set forth in the applicable sections of Schedule E to the By-laws of
the NASD.
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ERISA CONSIDERATIONS
Section 4975 of the Internal Revenue Code of 1986, as amended
(the "Code"), prohibits the borrowing of money, the sale of property
and certain other transactions involving the assets of plans that are
qualified under the Code ("Qualified Plans") or individual retirement
accounts ("IRAs") and persons who have certain specified relationships
to them. Section 406 of the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), prohibits similar transactions
involving employee benefit plans that are subject to ERISA ("ERISA
Plans"). Qualified Plans, IRAs and ERISA Plans are hereinafter
collectively referred to as "Plans."
Persons who have such specified relationships are referred to as
"parties in interest" under ERISA and as "disqualified persons" under
the Code. "Parties in interest" and "disqualified persons" encompass
a wide range of persons, including any fiduciary (e.g., investment
----
manager, trustee or custodian), any person providing services (e.g., a
----
broker), the Plan sponsor, an employee organization any of whose
members are covered by the Plan, and certain persons related to or
affiliated with any of the foregoing.
The Company, Bear Stearns and/or BSSC each is considered a "party
in interest" or "disqualified person" with respect to many Plans,
including IRAs established with any of them. The purchase and/or
holding of Securities by a Plan with respect to which the Company,
Bear Stearns and/or BSSC is a fiduciary and/or a service provider (or
otherwise is a "party in interest" or "disqualified person") would
constitute or result in a prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code, unless such Securities are acquired
or held pursuant to and in accordance with an applicable statutory or
administrative exemption. An IRA that engages in a non-exempt
prohibited transaction could forfeit its tax-exempt status under
Section 408 of the Code.
Applicable exemptions may include the exemption for services
under Section 408(b)(2) of ERISA and certain prohibited transaction
class exemptions (e.g., Prohibited Transaction Class Exemption 84-14
----
relating to qualified professional asset managers and Prohibited
Transaction Class Exemptions 75-1 and 86-128 relating to securities
transactions involving employee benefit plans and broker-dealers).
In accordance with ERISA's general fiduciary requirement, a
fiduciary with respect to any ERISA Plan who is considering the
purchase of Securities on behalf of such plan should determine whether
such purchase is permitted under the governing plan document and is
prudent and appropriate for the ERISA Plan in view of its overall
investment policy and the composition and diversification of its
portfolio. No IRA established with, or for which services are
provided by, the Company, Bear Stearns, and/or BSSC should acquire any
Securities and other Plans established with, or for which services are
provided by, the Company, Bear Stearns and/or BSSC should consult with
counsel prior to making any such acquisition.
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated by reference from the Company's 1993
Form 10-K have been audited by Deloitte & Touche, independent
auditors, as stated in their reports, which are incorporated herein by
reference, and have been so incorporated in reliance upon the reports
of such firm given upon their authority as experts in accounting and
auditing.
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VALIDITY OF THE SECURITIES
The validity of the Debt Securities and the Warrants will be
passed upon for the Company by Weil, Gotshal & Manges (a partnership
including professional corporations), New York, New York.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the
issuance and distribution of the securities being registered. All
amounts shown are estimated, except the SEC registration fee and the
NASD filing fee.
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee . . . . . . . . . . . . . $862,069
Trustee's fees and expenses . . . . . . . . . 10,000
Accounting fees . . . . . . . . . . . . . . . 10,000
Legal fees and expenses . . . . . . . . . . . 200,000
Blue Sky fees and expenses (including
legal fees) . . . . . . . . . . . . . . . . . 10,000
Printing and engraving fees . . . . . . . . . 20,000
NASD filing fee . . . . . . . . . . . . . . . 30,500
Miscellaneous . . . . . . . . . . . . . . . . 32,431
------
Total $1,175,000
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to section 145 of the Delaware General
Corporation Law which provides for indemnification of directors and
officers in certain circumstances.
Article VIII of the registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers
of the registrant against certain liabilities incurred as a result of
their duties as such and also provides for the elimination of the
monetary liability of directors for certain actions as such. The
registrants Restated Certificate of Incorporation, as amended, is
filed as Exhibit 4(a) to the Registration Statement on Form S-8 (No.
33-49979) filed August 13, 1993.
The registrant has in effect reimbursement insurance for
directors' and officers' liability claims and directors' and officers'
liability insurance indemnifying, respectively, the registrant and its
directors and officers within specific limits for certain liabilities
incurred by them, subject to the conditions and exclusions and
deductible provisions of the policies.
For the undertaking with respect to indemnification, see Item 17
herein.
ITEM 16. EXHIBITS.
1(a) --Form of Underwriting Agreement.(1)
1(b) --Form of Distribution Agreement.(1)
1(c) --Distribution Agreement, including form of Terms Agreement,
dated November 8, 1991, for Medium-Term Notes ("MTN
Distribution Agreement").(2)
1(d) --Amendment No. 1, dated December 4, 1991, to the MTN
Distribution Agreement.(3)
II-
<PAGE>
<PAGE>
1(e) --Form of Amendment No. 2 to the MTN Distribution Agreement.(3)
4(a) --Indenture, dated as of May 31, 1991, between The Bear
Stearns Companies Inc. and Chemical Bank (formerly
Manufacturers Hanover Trust Company).(4)
4(b)(1) --Form of Fixed Rate Senior Note.(5)
4(b)(2) --Form of Medium-Term Note, Series B (Fixed Rate).(5)
4(b)(3) --Form of Medium-Term Note, Series B (Floating Rate).(3)
4(b)(4) --Form of Medium-Term Note, Series B (Floating Rate
Extendible).(3)
4(b)(5) --Form of Floating Rate Note (LIBOR).(6)
4(b)(6) --Form of Floating Rate Note (CMT).*
4(b)(7) --Form of Note (Common - Linked Higher Income Participation
Securities).*
4(c)(1) --Form of Warrant Agreement, including form of Warrant
Certificate, for Warrants to purchase Debt Securities.(1)
4(c)(2) --Form of Warrant Agreement, including form of Warrant
Certificate (for Warrants to be sold separately from Debt
Securities), for Warrants to purchase Debt Securities.(1)
4(c)(3) --Form of Warrant Agreement for Warrants to purchase other
securities, currencies or units.(3)
4(c)(4) --Form of Warrant Agreement relating to AMEX Hong Kong 30
Index Call Warrants.(7)
4(c)(5) --Form of Warrant Agreement relating to AMEX Hong Kong 30
Index Put Warrants.(8)
5 --Opinion of Weil, Gotshal & Manges.*
12 --Computation of Ratio of Earnings to Fixed Charges.*
23(a) --Consent of Deloitte & Touche.*
23(b) --Consent of Weil, Gotshal & Manges (included in Exhibit 5).*
24 --Power of attorney (included in the signature pages to the
Registration Statement).*
25 --Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Chemical Bank (separately
bound).*
___________________________
* Filed herewith.
(1) Incorporated by reference to similarly numbered exhibits to
the registrant's Registration Statement No. 33-44521 on Form
S-3.
(2) Incorporated by reference to Exhibit 1(a) to the registrant's
Registration Statement No. 33-43482 on Form S-3.
(3) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 33-48829 on
Form S-3.
(4) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 33-40933 on
Form S-3.
(5) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 33-57824 on
Form S-3.
(6) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 33-50393 on
Form S-3.
(7) Incorporated by reference to Exhibit 1.1 to the registrant's
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on December 6, 1993.
(8) Incorporated by reference to Exhibit 1.2 to the registrant's
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on December 6, 1993.
II-
<PAGE>
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities
Act");
(ii) to reflect in the Prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange
Act") that are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
Securities offered therein, and the offering of such Securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the Securities being registered hereby which
remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act, each filing of the registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934, as
amended, that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(e) Insofar as indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the provisions
referred to in Item 15 of this registration statement, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered hereby, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court
II-
<PAGE>
<PAGE>
of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
such Act and will be governed by the final adjudication of such
issue.
II-
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant hereby certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-3 and has
duly caused this registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of New York,
State of New York, on the 15 day of March, 1994.
THE BEAR STEARNS COMPANIES INC.
By: /s/ William J. Montgoris
----------------------------------
William J. Montgoris
Chief Operating Officer and
Chief Financial Officer
We, the undersigned officers and directors of The Bear Stearns
Companies Inc., hereby severally constitute Alan C. Greenberg, James
E. Cayne and William J. Montgoris, and any of them singly, our true
and lawful attorneys with full power to them, and each of them singly,
to sign for us and in our name in the capacities indicated below, any
and all amendments to this registration statement on Form S-3 filed by
The Bear Stearns Companies Inc. with the Securities and Exchange
Commission, and generally to do all such things in our name and behalf
in such capacities to enable The Bear Stearns Companies Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys, or any of them, to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alan C. Greenberg Chairman of the Board March 15, 1994
--------------------- and Director
Alan C. Greenberg
/s/ James E. Cayne President and Chief March 15, 1994
-------------------- Executive Officer
James E. Cayne (Principal Executive
Officer); Director
/s/ Michael L. Tarnopol Executive Vice March 15, 1994
----------------------- President; Director
Michael L. Tarnopol
/s/ Vincent J. Mattone Executive Vice March 15, 1994
---------------------- President; Director
Vincent J. Mattone
II-
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alan D. Schwartz Executive Vice March 15, 1994
-------------------- President; Director
Alan D. Schwartz
/s/ John C. Sites, Jr. Executive Vice March 15, 1994
---------------------- President; Director
John C. Sites, Jr.
Executive Vice March __, 1994
------------------- President; Director
Warren J. Spector
/s/ William J. Montgoris Chief Operating March 15, 1994
------------------------ Officer and Chief
William J. Montgoris Financial Officer
(Principal Financial
Officer); Director
/s/ Michael Minikes Treasurer; Director March 15, 1994
-------------------------
Michael Minikes
/s/ E. Garrett Bewkes, III Director March 15, 1994
--------------------------
E. Garrett Bewkes, III
/s/ Denis A. Bovin Director March 15, 1994
----------------------
Denis A. Bovin
/s/ Peter Cherasia Director March 15, 1994
------------------------
Peter Cherasia
/s/ Michael R. Dabney Director March 15, 1994
---------------------
Michael R. Dabney
Director March __, 1994
-------------------
Kevin Finnerty
II-
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Grace J. Fippinger Director March 15, 1994
----------------------
Grace J. Fippinger
/s/ Carl D. Glickman Director March 15, 1994
--------------------
Carl D. Glickman
/s/ Thomas R. Green Director March 15, 1994
-------------------
Thomas R. Green
/s/ Donald J. Harrington Director March 15, 1994
-------------------------
Rev. Donald J. Harrington, C.M.
/s/ Richard Harriton Director March 15, 1994
--------------------
Richard Harriton
/s/ Nancy E. Havens-Hasty Director March 15, 1994
-------------------------
Nancy E. Havens-Hasty
/s/ Jonathan Ilany Director March 15, 1994
-------------------
Jonathan Ilany
/s/ Daniel L. Keating Director March 15, 1994
---------------------
Daniel L. Keating
Director March __, 1994
-------------------
John W. Kluge
/s/ David A. Liebowitz Director March 15, 1994
----------------------
David A. Liebowitz
II-
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Bruce M. Lisman Director March 15, 1994
-------------------
Bruce M. Lisman
Director March __, 1994
-------------------
Matthew J. Mancuso
/s/ Donald Mullen Director March 15, 1994
-------------------
Donald Mullen
/s/ Frank T. Nickell Director March 15, 1994
--------------------
Frank T. Nickell
/s/ R. Blaine Roberts Director March 15, 1994
---------------------
R. Blaine Roberts
/s/ E. John Rosenwald, Jr. Director March 15, 1994
----------------------
E. John Rosenwald, Jr.
Director March __, 1994
-------------------
Frederic V. Salerno
/s/ Robert M. Steinberg Director March 15, 1994
-----------------------
Robert M. Steinberg
Director March __, 1994
-------------------
Fred Wilpon
/s/ Uzi Zucker Director March 15, 1994
-------------------
Uzi Zucker
II-
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael J. Abatemarco Controller March 15, 1994
-------------------------
Michael J. Abatemarco
/s/ Samuel L. Molinaro, Jr. Senior Vice President- March 15, 1994
---------------------------
Samuel L. Molinaro, Jr. Finance (Principal
Accounting Officer)
II-
<PAGE>
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
1(a) --Form of Underwriting Agreement.(1)
1(b) --Form of Distribution Agreement.(1)
1(c) --Distribution Agreement, including form of Terms Agreement,
dated November 8, 1991, for Medium-Term Notes ("MTN
Distribution Agreement").(2)
1(d) --Amendment No. 1, dated December 4, 1991, to the MTN
Distribution Agreement.(3)
1(e) --Form of Amendment No. 2 to the MTN Distribution Agreement.(3)
4(a) --Indenture, dated as of May 31, 1991, between The Bear
Stearns Companies Inc. and Chemical Bank (formerly
Manufacturers Hanover Trust Company).(4)
4(b)(1) --Form of Fixed Rate Senior Note.(5)
4(b)(2) --Form of Medium-Term Note, Series B (Fixed Rate).(5)
4(b)(3) --Form of Medium-Term Note, Series B (Floating Rate).(3)
4(b)(4) --Form of Medium-Term Note, Series B (Floating Rate
Extendible).(3)
4(b)(5) --Form of Floating Rate Note (LIBOR).(6)
4(b)(6) --Form of Floating Rate Note (CMT).*
4(b)(7) --Form of Note (Common - Linked Higher Income Participation
Securities).*
4(c)(1) --Form of Warrant Agreement, including form of Warrant
Certificate, for Warrants to purchase Debt Securities.(1)
4(c)(2) --Form of Warrant Agreement, including form of Warrant
Certificate (for Warrants to be sold separately from Debt
Securities), for Warrants to purchase Debt Securities.(1)
4(c)(3) --Form of Warrant Agreement for Warrants to purchase other
securities, currencies or units.(3)
4(c)(4) --Form of Warrant Agreement relating to AMEX Hong Kong 30
Index Call Warrants.(7)
4(c)(5) --Form of Warrant Agreement relating to AMEX Hong Kong 30
Index Put Warrants.(8)
5 --Opinion of Weil, Gotshal & Manges.*
12 --Computation of Ratio of Earnings to Fixed Charges.*
23(a) --Consent of Deloitte & Touche.*
23(b) --Consent of Weil, Gotshal & Manges (included in Exhibit 5).*
24 --Power of attorney (included in the signature pages to the
Registration Statement).*
25 --Form T-1 Statement of Eligibility and Qualification under
the Trust Indenture Act of 1939 of Chemical Bank (separately
bound).*
___________________________
* Filed herewith.
(1) Incorporated by reference to similarly numbered exhibits to
the registrant's Registration Statement No. 33-44521 on Form
S-3.
(2) Incorporated by reference to Exhibit 1(a) to the registrant's
Registration Statement No. 33-43482 on Form S-3.
(3) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 33-48829 on
Form S-3.
(4) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 33-40933 on
Form S-3.
(5) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 33-57824 on
Form S-3.
(6) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 33-50393 on
Form S-3.
(7) Incorporated by reference to Exhibit 1.1 to the registrant's
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on December 6, 1993.
(8) Incorporated by reference to Exhibit 1.2 to the registrant's
Registration Statement on Form 8-A filed with the Securities
and Exchange Commission on December 6, 1993.
<PAGE>
EXHIBIT 4(b)(6)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN
CERTIFICATED FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE
BY THE DEPOSITARY TO THE NOMINEE OF THE DEPOSITARY, TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPO-
SITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRE-
SENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO
THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE
& CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESEN-
TATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN
INTEREST HEREIN.
REGISTERED $
-------------------
No. CUSIP #073902 AN8
------
THE BEAR STEARNS COMPANIES INC.
CMT FLOATING RATE NOTE DUE 1999
The Bear Stearns Companies Inc., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to ___________,
or registered assigns, the principal amount stated above on March 9,
1999 (the "Maturity Date") and to pay interest thereon at a rate per
annum (the "Interest Rate") equal to the two-year Constant Maturity
Treasury rate (the "CMT"), determined and reset quarterly in
accordance with the provisions set forth on the reverse hereof, until
the principal hereof is fully paid or duly made available for payment.
The Company will pay interest on this Note quarterly in arrears on the
ninth day of March, June, September and December of each year (each an
"Interest Payment Date") commencing June 9, 1994. Interest on this
Note will accrue from and including the most recent Interest Payment
Date to which interest has been paid or duly provided for or, if no
interest has been paid, from and including the date hereof, until the
principal hereof has been paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on the
Interest Payment Dates, will, as provided in the Indenture referred to
below, be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on the
Regular Record Date for such interest, which shall be the date,
whether or not a Business Day, fifteen calendar days immediately
preceding such Interest Payment Date; provided, however, that
-------- -------
<PAGE>
<PAGE>
interest payable on the Maturity Date will be payable to the Person to
whom the principal hereof shall be payable; and provided, further,
-------- -------
however, that if such Interest Payment Date would fall on a day that
-------
is not a Business Day, such Interest Payment Date shall be the follow-
ing day that is a Business Day. Any such interest that is payable,
but is not punctually paid or duly provided for, on any Interest Pay-
ment Date shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the
close of business on a Special Record Date for the payment of such
Defaulted Interest to be fixed by the Trustee, notice whereof shall be
given to the Holder of this Note not less than ten days prior to such
Special Record Date, or may be paid at any time in any other lawful
manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed and upon such notice as may
be required by such exchange, all as more fully provided in the
Indenture.
Payment of the principal of and interest on this Note shall
be made at the office or agency of the Trustee maintained for that
purpose in the Borough of Manhattan, The City of New York, in such
coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debt;
provided, however, that payment of interest on any Interest Payment
-------- -------
Date (other than the Maturity Date) may be made at the option of the
Company by check mailed to the address of the Person entitled thereto
as such address shall appear in the Security Register, or by wire
transfer of immediately available funds, if the registered holder of
at least $10,000,000 in principal amount of Notes entitled to such
interest has so requested by a notice in writing delivered to the
Trustee not less than 16 days prior to the Interest Payment Date on
which such payment is due, which notice shall provide appropriate
instructions for such transfer.
The principal hereof and interest due at maturity will be
paid upon maturity in immediately available funds against presentation
of this Note at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York.
<PAGE>
<PAGE>
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
NOTE SET FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL
FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE
HEREOF.
This Note shall be governed by and construed in accordance
with the laws of the State of New York.
This Note is one of a series of Securities of the Company
designated as CMT Floating Rate Notes Due 1999.
Unless the certificate of authentication hereon has been
executed by Chemical Bank (formerly Manufacturers Hanover Trust
Company), the Trustee under the Indenture, or its successor
thereunder, by the manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument
to be duly executed under its corporate seal.
Dated: ________________
THE BEAR STEARNS COMPANIES INC.
By:____________________________
President
ATTEST:
_____________________
Secretary
[Corporate Seal]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
CHEMICAL BANK,
as Trustee
By:________________________
Authorized Signatory
<PAGE>
<PAGE>
[Reverse of Note]
THE BEAR STEARNS COMPANIES INC.
CMT FLOATING RATE NOTE DUE 1999
This Note is one of a duly authorized issue of debentures,
notes or other evidences of indebtedness (hereinafter called the
"Securities") of the Company of the series hereinafter specified, all
such Securities issued and to be issued under the Indenture dated as
of May 31, 1991 (herein called the "Indenture") between the Company
and Chemical Bank (formerly Manufacturers Hanover Trust Company), as
Trustee (herein called the "Trustee," which term includes any
successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a
statement of the respective rights and limitations of rights
thereunder of the Company, the Trustee and the Holders of the
Securities, and the terms upon which the Securities are, and are to
be, authenticated and delivered. As provided in the Indenture,
Securities may be issued in one or more series, which different series
may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be
subject to different redemption provisions, if any, may be subject to
different repayment provisions, if any, may be subject to different
sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in
the Indenture provided or permitted. This Note is one of a series of
the Securities designated as CMT Floating Rate Notes Due 1999 (the
"Notes"). The Notes are unsecured and rank pari passu with all other
unsecured and unsubordinated indebtedness of the Company. The Notes
are not subject to a sinking fund, are not redeemable prior to
maturity, and are not subject to repayment at the option of the
Holder.
The period beginning on and including the Original Issue
Date and ending on but excluding the first Interest Payment Date and
each successive period beginning on and including an Interest Payment
Date and ending on but excluding the next succeeding Interest Payment
Date is herein called an "Interest Period." For the Interest Period
beginning on the Original Issue Date and ending on but excluding the
first Interest Payment Date, the Notes will bear interest at the rate
of 4.80% per annum. For each Interest Period thereafter, the Notes
will bear interest at a rate per annum equal to the two-year CMT,
which will be determined by Chemical Bank, as calculation agent (the
"Calculation Agent"), for each applicable Interest Period in
accordance with the following provisions:
<PAGE>
<PAGE>
(i) For each applicable Interest Period, the two-year CMT
will be determined on the applicable Interest Determination Date
(as defined below) on the basis of the latest rate displayed 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 "2YR", 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 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 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
<PAGE>
<PAGE>
New York City as provided in subparagraph (iii) above, then the
two-year CMT 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 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 date 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 second London Business Day preceding the Interest
Payment Date commencing such Interest Period.
Each interest payment on a Note will include interest
accrued to but excluding the applicable Interest Payment Date.
Interest will be calculated on the basis of twelve 30-day months and a
360-day year. All percentages resulting from any calculation on the
Notes will be rounded, if necessary, to the nearest one hundred-
thousandth of a percentage point, with five one-millionths of a
percentage point being rounded upward (e.g. 4.876545% (or .04876545)
being rounded to 4.87655% (or .0487655)), and all dollar amounts used
in or resulting from such calculations will be rounded to the nearest
cent (with one-half cent being rounded upward).
The Calculation Agent shall calculate the interest rate
hereon in accordance with the foregoing and will confirm in writing
such calculation to the Trustee and any Paying Agent immediately after
each determination. Neither the Trustee nor
<PAGE>
<PAGE>
any Paying Agent shall be responsible for any such calculation. All
determinations made by the Calculation Agent shall be, in the absence
of manifest error, conclusive for all purposes and binding on the
Company and Holders of the Notes. At the request of any Holder, the
Calculation Agent will provide to the Holder the interest rate hereon
then in effect.
If any Event of Default (as defined in the Indenture) with
respect to the Notes shall occur and be continuing, the Trustee or the
Holders of not less than 25% in principal amount of the Outstanding
Notes may declare the principal of all the Notes due and payable in
the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Company and the rights of the Holders of the Secu-
rities of each series to be affected under the Indenture at any time
by the Company and the Trustee with the consent of the Holders of
66-2/3% in aggregate principal amount of the Securities at the time
Outstanding of each series affected thereby. The Indenture also
contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the
time Outstanding, on behalf of the Holders of all Securities of each
series, to waive compliance by the Company with certain provisions of
the Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Holder of this Note
shall be conclusive and binding upon such Holder and upon future
Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or
not notation of such consent or waiver is made upon this Note.
Holders of Securities may not enforce their rights pursuant
to the Indenture or the Securities except as provided in the Inden-
ture. No reference herein to the Indenture and no provision of this
Note or the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of
and interest on this Note at the times, places, and rates, and in the
coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limita-
tions therein set forth, the transfer of this Note may be registered
on the Security Register of the Company, upon surrender of this Note
for registration of transfer at the office or agency of the Company in
the Borough of Manhattan, The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory
to the Company, and
<PAGE>
<PAGE>
this Note duly executed by, the Holder hereof or by his attorney duly
authorized in writing and thereupon one or more new Notes, of
authorized denominations and for the same aggregate principal amount,
will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without cou-
pons in denominations of $1,000 and integral multiples thereof. As
provided in the Indenture and subject to certain limitations therein
set forth, this Note is exchangeable for a like aggregate principal
amount of Notes of different authorized denominations as requested by
the Holder surrendering the same.
No service charge will be made for any such registration of
transfer or exchange, but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to the due presentment of this Note for registration
of transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Note is registered
as the owner hereof for all purposes, whether or not this Note be
overdue, and neither the Company, the Trustee nor any such agent shall
be affected by notice of the contrary.
<PAGE>
<PAGE>
All capitalized terms used in this Note and not otherwise
defined herein shall have the meanings assigned to them in the Inden-
ture.
--------------------------
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out
in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ___________________ Custodian ______________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
--------------------------------------------
(State)
Additional abbreviations may also be used though not in the above
list.
-------------------------
ASSIGNMENT
----------
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
----------------------------------------------------------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
----------------------------------------------------------------------
----------------------------------------------------------------------
----------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
<PAGE>
<PAGE>
----------------------------------------------------------------------
the within Note and all rights thereunder, hereby irrevocably consti-
tuting and appointing
----------------------------------------------------------------------
----------------------------------------------------------------------
Attorney
----------------------------------------------------
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:
-----------------------------------
------------------------------
(Signature Guarantee)
<PAGE>
EXHIBIT 4(b)(7)
REGISTERED CHIPS:
No: CUSIP# 073902 15 7
THE BEAR STEARNS COMPANIES INC.
___% COMMON-LINKED HIGHER
INCOME PARTICIPATION SECURITIESsm
(CHIPSsm) DUE ____________
THE BEAR STEARNS COMPANIES INC., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company", which
term includes any successor corporation under the indenture referred
to herein), for value received, hereby promises to pay ___________, or
registered assigns, _________________ on ____________, subject to
extension as provided on the reverse hereof, for each of the _____%
Common-Linked Higher Income Participation Securitiessm (CHIPSsm) Due
______________ represented hereby, a principal amount at Maturity
equal to the lesser of (A) ___% of $______ (the Closing Price of
Selected Corporation Common Stock on ____________, being hereinafter
referred to as the "Issue Price") or (B) the average Closing Price per
share of Selected Corporation Common Stock, subject to adjustment as a
result of certain dilution events as provided on the reverse hereof,
for the 10 Trading Days immediately prior to Maturity, and interest
thereon quarterly in arrears on each February __, May __, August __
and November __ (each an "Interest Payment Date"), beginning May __,
____, and at Maturity, from February __, ____ or from the most recent
Interest Payment Date to which interest has been paid or duly provided
for, at the rate of _____% of the Issue Price per annum (or $______
per annum) until the principal amount hereof becomes due and payable,
and at such rate on any overdue principal and (to the extent that the
payment of such interest shall be legally enforceable) on any overdue
installment of interest. The interest to be paid on _________, ____,
will be $______ per CHIPS.
The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will be paid to the person
in whose name this Certificate (or one or more Predecessor Securities)
is registered at the close of business on the Regular Record Date, or
at 5:00 P.M., New York City time, on the Regular Record Date, if such
Regular Record Date is not a Business Day. The Regular Record Date
for any interest payment is the fifteenth day of the calendar month,
whether or not a Business Day, immediately preceding the Interest
Payment Date on which such interest is payable. Any such interest not
so punctually paid or<PAGE>
<PAGE>
duly provided for shall forthwith cease to be payable to the
registered Holder on such Regular Record Date by virtue of such Person
having been such Holder, and may either be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date to be
fixed by the Trustee for the payment of such Defaulted Interest,
notice of which having been given to each Holder of Securities of this
series not less than 10 days prior to such Special Record Date, or be
paid at any time in any other lawful manner not inconsistent with the
requirements of any securities exchange on which the Securities of
this series may be listed, and upon such notice as may be required by
such exchange all as more fully provided in the Indenture. The
principal of and interest on this Certificate are payable at the
office or agency of the Company in the Borough of Manhattan, The City
of New York, in such coin or currency of the United States of America
as at the time of payment is legal tender for the payment of public
and private debts; PROVIDED that interest may be payable, at the
option of the Company, by check mailed to the address of the person
entitled thereto as such address shall appear in the Security
Register.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
CHIPS SET FORTH ON THE REVERSE HEREOF, AND SUCH FURTHER PROVISIONS
SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH
IN THIS PLACE.
<PAGE>
<PAGE>
Unless the certificate of authentication hereon has been
duly executed by the Trustee by manual signature, this Security shall
not be entitled to any benefit under the Indenture or be valid or
obligatory for any purposes.
IN WITNESS WHEREOF, the Company has caused this Certificate
to be duly executed under its corporate seal.
Dated:
THE BEAR STEARNS COMPANIES INC.
By:____________________________
Chairman of the Board
ATTEST:
By:____________________
Secretary
[Corporate Seal]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated
therein referred to in the within-mentioned Indenture.
CHEMICAL BANK,
as Trustee
By:
-------------------------------------
Authorized Signatory
<PAGE>
<PAGE>
[Reverse Of Note]
THE BEAR STEARNS COMPANIES INC.
___% COMMON-LINKED HIGHER INCOME
PARTICIPATION SECURITIESsm (CHIPSsm) DUE ___
This Certificate is one of the duly authorized issue of securities of
the Company (the "Securities") issued or to be issued in one or more
series under an indenture (the "Indenture"), dated as of May 31, 1991
between the Company and Manufacturers Hanover Trust Company, as
trustee (the "Trustee", which term includes any successor Trustee
under the Indenture), to which the Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and each of the Holders of
Securities and of the terms upon which the Securities are, and are to
be, authenticated and delivered. The aggregate number of CHIPS of the
series is limited to _________, and if the overallotment option is
exercised, _________ (for an aggregate Issue Price of $__________)
($__________, if the underwriters' overallotment option is
exercised in full), and the CHIPS are issuable as registered
Securities without coupons. The maximum aggregate principal amount
payable at Maturity of the CHIPS is $__________ ($__________, if the
underwriters' overallotment option is exercised in full). This
Certificate may represent any whole number of CHIPS.
1. DEFINITIONS. Capitalized terms used in this Certificate
which are defined in the Indenture shall, unless otherwise defined
herein, have the meanings assigned to them in the Indenture. As used
herein, the following terms shall have the meanings assigned to them
below:
"Business Day" means any day that is not a Saturday, a Sunday
or a day on which the New York Stock Exchange (the "NYSE"), the American
Stock Exchange, banking institutions or trust companies in The City of
New York are required or authorized by law or executive order to close.
"Closing Price" of any security on any date of determination
means the closing sale price or last reported sale price of such security
on the NYSE on such date or, if such security is not listed for trading
on the NYSE on any such date, on such other<PAGE>
<PAGE>
national securities exchange or association that
is the primary market for the trading of such security.
"Non-Trading Day" means a Business Day that is not
a Trading Day.
"Selected Corporation" means ________________.
"Selected Corporation Survivor" means any surviving entity
or subsequent surviving entity of the Selected Corporation.
"Selected Corporation Common Stock" means the common stock
of the Selection Corporation.
"Trading Day" means a Business Day on which the security
the Closing Price of which is being determined (A) is not suspended
from trading on any national securities exchange or association at
the close of business and (B) has traded at least once on the national
securities exchange or association that is the primary market for the
trading of such security.
2. EXTENSION OF MATURITY. In the event that any of the
10 Business Days immediately prior to ________________ is a Non-Trading
Day, the CHIPS will not mature on ________________ but the Maturity of
the CHIPS will be extended one Trading Day for each Non-Trading Day,
PROVIDED, HOWEVER, that in no event the CHIPS mature later than
______________. The CHIPS will continue to accrue interest until the
principal amount of the CHIPS is paid at Maturity. If the Maturity of
the CHIPS is extended, interest hereon payable at Maturity will be
payable to Holders on the date of such extended Maturity.
3. ANTI-DILUTION ADJUSTMENTS. The Closing Price of
Selected Corporation Common Stock on any of the 10 Trading Days used to
calculate the principal amount of the CHIPS payable at Maturity shall
be subject to adjustment as described below to the extent that any of
the events requiring such adjustment occur during the period
commencing on February 4, 1994 and ending at Maturity of the CHIPS:
(i) In the event that a dividend or other distribution
is declared (a) on any class of the Selected Corporation's capital
stock (or on the capital stock of any Selected Corporation Survivor)
payable in shares of Selected Corporation Common Stock (or the common
stock of any Selected Corporation Survivor) or (b) on Selected Corporation
Common Stock payable in cash in an amount greater than 10% of the Closing
Price of Selected Corporation Common Stock on the date fixed for the
determination of the shareholders of the Selected Corporation entitled
to receive such
<PAGE>
<PAGE>
cash dividend (an "Extraordinary Cash Dividend"), the Closing Price of
Selected Corporation Common Stock (or the common stock of any Selected
Corporation Survivor) used to calculate the principal amount of the
CHIPS payable at Maturity of the CHIPS at the close of business on any
Trading Day following the date (the "Selected Corporation Record
Date") fixed for the determination of the shareholders of the Selected
Corporation (or any Selected Corporation Survivor) entitled to receive
such dividend or distribution shall be increased by multiplying such
Closing Price by a fraction of which the numerator shall be the number
of shares of Selected Corporation Common Stock (or the common stock of
any Selected Corporation Survivor) outstanding on the Selected
Corporation Record Date plus the number of shares constituting such
dividend or distribution or, in the case of an Extraordinary Cash
Dividend, plus the number of shares of Selected Corporation Common
Stock that could be purchased with the amount of such Extraordinary
Cash Dividend at a price equal to the Closing Price of Selected
Corporation Common Stock on the Trading Day immediately subsequent to
such Selected Corporation Record Date, and the denominator shall be
the number of shares of Selected Corporation Common Stock (or the
common stock of any Selected Corporation Survivor) outstanding on the
Selected Corporation Record Date.
(ii) In the event that the outstanding shares of Selected
Corporation Common Stock (or the common stock of any Selected Corporation
Survivor) are subdivided into a greater number of shares, the Closing
Price of Selected Corporation Common Stock (or the common stock of any
Selected Corporation Survivor) used to calculate the principal amount
of the CHIPS payable at Maturity on any Trading Day following the date
on which such subdivision becomes effective will be proportionately
increased, and conversely, in the event that the outstanding shares of
Selected Corporation Common Stock (or the common stock of any Selected
Corporation Survivor) are combined into a smaller number of shares,
such Closing Price will be proportionately reduced.
(iii) In the event that Selected Corporation Common Stock (or the
common stock of any Selected Corporation Survivor) is changed into the
same or a different number of shares of any class or classes of stock,
whether by capital reorganization, reclassification or otherwise
(except to the extent otherwise provided in (i) or (ii) above or
pursuant to a consolidation, merger, sale, transfer, lease or
conveyance, liquidation, dissolution or winding up, as described in
(iv) below) the principal amount of the CHIPS payable at Maturity
shall be calculated by using the Closing Prices of the shares of stock
into which a share of Selected Corporation Common Stock (or the
<PAGE>
<PAGE>
common stock of any Selected Corporation Survivor) was changed on any
Trading Day following the effectiveness of such change.
(iv) In the event of any (A) consolidation or merger of the Selected
Corporation, or any Selected Corporation Survivor with or into another
entity (other than a consolidation or merger in which the Selected
Corporation is the surviving entity), (B) sale, transfer, lease or
conveyance of all or substantially all of the assets of the Selected
Corporation or any Selected Corporation Survivor, (C) liquidation,
dissolution or winding up of the Selected Corporation or any Selected
Corporation Survivor or (D) any declaration of a distribution on
Selected Corporation Common Stock of the common stock of any
subsidiary of the Selected Corporation (a "Selected Corporation Spin-
Off") (any of the events described in (A), (B), (C) or (D), a
"Reorganization Event"), for purposes of determining the principal
amount of each CHIPS payable at Maturity, the Closing Price of
Selected Corporation Common Stock on any Trading Day subsequent to the
effective time of the Reorganization Event will be deemed to be the
value of the cash and other property (including securities) received
by a holder of a share of Selected Corporation Common Stock in any
such Reorganization Event, plus, in the case of a Selected Corporation
Spin-Off, the value of a share of Selected Corporation Common Stock,
or, to the extent that such holder obtains securities in any
Reorganization Event, the value of the cash and other property
received by the holder of such securities in any subsequent
Reorganizing Event. For purposes of determining any such Closing
Prices, the value of (A) any cash and other property (other than
securities) received in any such Reorganization Event will be an
amount equal to the value of such cash and other property at the
effective time of such Reorganization Event and (B) any securities
received in any such Reorganization Event will be an amount equal to
the Closing Prices of such securities.
Notwithstanding the foregoing, the principal amount of each CHIPS
payable at Maturity will not, under any circumstances, exceed ___% of
the Issue Price (or $_______ per CHIPS).
4. TRANSFER, EXCHANGE AND REPLACEMENT. This Certificate may be
transferred by the Holder hereof upon surrender of the Certificate to
the Trustee at its Corporate Trust Office, duly endorsed by, or
accompanied by a written instrument or instruments of transfer in a
form satisfactory to the Trustee duly executed by the Holder hereof, a
duly appointed legal representative or a duly authorized attorney.
Such signature must be guaranteed. A new Certificate shall be issued
to the transferee upon registration of any such transfer.
<PAGE>
<PAGE>
This Certificate may be exchanged by the Holder hereof for other
Certificates representing the same principal amount of CHIPS upon
surrender of this Certificate to the Trustee at the Corporate Trust
Office and, in such case, new Certificates representing the same
principal amount of CHIPS shall thereupon be issued.
If this Certificate is mutilated, lost, stolen or destroyed, a
new Certificate representing the same principal amount of CHIPS shall be
issued in exchange for such mutilated Certificate or in lieu of such
lost, stolen or destroyed Certificate, but, in the case of the loss,
theft or destruction of this Certificate only upon receipt of evidence
satisfactory to the Company and to the Trustee of such loss, theft, or
destruction and, if requested, upon receipt also of security or
indemnity satisfactory to each of them.
No service charge shall be made for any registration, transfer or
exchange of certificates but the Company may require payment of a sum
sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of
Certificates other than those expressly provided in the Indenture to
be made at the Company's own expense without charge to the holders of
Certificates. In the case of the replacement of mutilated, lost,
stolen or destroyed Certificates, the Company may require the payment
of a sum sufficient to cover any tax or other governmental charge that
may be imposed in respect thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.
5. MISCELLANEOUS. Interest on the CHIPS will be computed on the
basis of a 360-day year of twelve 30-day months. Each payment of
interest in respect of an interest Payment Date will include interest
accrued through the day before such Interest Payment Date. If an
Interest Payment Date falls on a day that is not a Business Day, the
interest payment to be made on such Interest Payment Date will be made
on the next succeeding Business Day with the same force and effect as if
made on such Interest Payment Date and no additional interest will
accrue as a result of such delayed payment.
The CHIPS are not subject to redemption prior to _______.
The defeasance provisions set forth in the Indenture shall not be
applicable to the CHIPS.
If an Event of Default with respect to the CHIPS shall have
occurred and be continuing, the principal of all the CHIPS may be
<PAGE>
<PAGE>
declared due and payable in the manner and with the effect provided in
the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights
and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any
time by the Company and the Trustee with the consent of the Holders
of 66 2/3% in aggregate principal amount of the Securities at the time
Outstanding. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the
Securities of each series at the time Outstanding, on behalf of the
Holders of all the Securities of each series, to waive compliance by
the Company with certain provisions of the Indenture and certain past
defaults under the Indenture and their consequences. Any such consent
or waiver by the Holder of this Certificate shall be conclusive and
binding upon such Holder and upon future Holders of this Certificate
and of any Certificate issued upon the registration of transfer hereof
or in exchange herefor or in lieu hereof whether or not a notation of
such consent or waiver is made upon this Certificate.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No
reference herein to the Indenture and no provision of this Certificate
or the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional to pay the principal amount and
interest on this Certificate at the time, place and rate, and in the
coin or currency herein prescribed.
Prior to the due presentment of this Certificate for registration
or transfer, the Company, the Trustee and any agent of the Company or
the Trustee may treat the Person in whose name this Certificate is
registered as the owner hereof for all purposes, whether or not this
Certificate be overdue, and neither the Company, the Trustee, nor any
such agent shall be affected by notice to the contrary.
This Certificate shall be deemed to be a contract made and to be
performed solely in the State of New York, and for all purposes shall
be governed by, and construed in accordance with, the laws of said
State without regard to the conflict of law rules of said State.
<PAGE>
<PAGE>
ABBREVIATIONS
The following abbreviations, when used in the inscription on the
face of this Certificate, shall be construed as though they were
written out in full according to applicable laws or regulations.
TEN COM -- as tenants in common UNIF GIFT MIN ACT -_____ Custodian ____
TEN ENT -- as tenants by the entireties (Cust) (Minor)
JT TEN -- as joint tenants with right of Under Uniform Gifts to Minors Acts
survivorship and not as tenants
in common __________________________________
(State)
Additional abbreviations may also be used though not in the above
list.
FORM OF ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
- --------------------------------------
- -----------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
- -----------------------------------------------------------------------
the within Certificate and all rights thereunder, hereby irrevocably
constituting and appointing
- -----------------------------------------------------------------------
to transfer such Certificate on the books of The Bear Stearns Companies Inc.
with full power of substitution in the premises.
Dated: _______________________________
-----------------------------------
Signature
NOTICE: The signature to this
assignment must correspond with the
name as it appears upon the face of
this Certificate in every particular,
without alteration or enlargement or any
change whatsoever.
<PAGE>
EXHIBIT 5
WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
March 15, 1994
The Board of Directors
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Gentlemen:
We have acted as counsel to the Company in connection with
the preparation and filing by the Company with the Securities and
Exchange Commission of a Registration Statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as
amended, with respect to debt securities (the "Debt Securities") and
warrants (the "Warrants") with an aggregate initial public offering
price of up to $2,500,000,000. The Debt Securities will be issued by
the Company, substantially in the forms of the drafts filed or
incorporated by reference as Exhibits 4(b)(1) through 4(b)(7) to the
Registration Statement, pursuant to the terms of the Indenture, dated
as of May 31, 1991 (the "Indenture"), between the Company and Chemical
Bank (formerly Manufacturers Hanover Trust Company), as trustee (the
"Trustee"), incorporated by reference as Exhibit 4(a) to the
Registration Statement. The Warrants will be issued by the Company
under Warrant Agreements substantially in the forms of the drafts
incorporated by reference as Exhibits 4(c)(1) through 4(c)(5) to the
Registration Statement (collectively, the "Warrant Agreements"). The
Debt Securities and the Warrants will be sold by the Company either
(i) directly on its own behalf, (ii) pursuant to an Underwriting
Agreement substantially in the form of the draft incorporated by
reference as Exhibit 1(a) to the Registration Statement (the
"Underwriting Agreement") or (iii) pursuant to one or more
Distribution Agreements substantially in the forms of the drafts
incorporated by reference as Exhibits 1(b), 1(c), 1(d) and 1(e) to the
Registration Statement (the "Distribution Agreements").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
<PAGE>
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc.
March 15, 1994
Page 2
Registration Statement, the Prospectus that is a part of the
Registration Statement (the "Prospectus"), the forms of Debt
Securities constituting Exhibits 4(b)(1) through 4(b)(7) to the
Registration Statement, the forms of Warrant Agreements constituting
Exhibits 4(c)(1) through 4(c)(5) to the Registration Statement, the
form of Warrant Certificate attached as Exhibit A to the Warrant
Agreements, the Underwriting Agreement, the form of Distribution
Agreement, and such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of officers
and representatives of the Company, and have made such inquiries of
such officers and representatives, as we have deemed relevant and
necessary as a basis for the opinions hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. We have further assumed that all
documents examined by us in the form of drafts will, when executed by
the requisite signatories thereto, conform in substance and form in
all material respects to the drafts that we have examined. As to all
questions of fact material to this opinion that have not been
independently established, we have relied upon certificates of
officers and representatives of the Company.
Based on the foregoing, we are of the opinion that (i) the
Debt Securities, when duly authorized and executed by the Company,
authenticated by the Trustee pursuant to the terms of the Indenture
and sold and delivered by the Company as contemplated by the
Prospectus, as the same may be supplemented from time to time, will be
legally issued and will constitute binding obligations of the Company
entitled to the benefits of the Indenture in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent
conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally, and subject, as to
enforceability, to general principles of equity, including principles
of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity);
and (ii) the Warrants, when duly authorized and executed by the
Company, authenticated by the Warrant Agent (as defined in the
Prospectus) pursuant to the terms of the Warrant Agreements and sold
and delivered by the Company as
<PAGE>
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc.
March 15, 1994
Page 3
contemplated by the Prospectus, as the same may be supplemented from
time to time, will be legally issued and will constitute binding
obligations of the Company entitled to the benefits of the Warrant
Agreements in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies
generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith
and fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
This opinion is limited in all respects to the laws of the
State of New York, the corporate laws of the State of Delaware and the
federal laws of the United States, and we express no opinion as to the
effect on the matters covered by this opinion of the laws of any other
jurisdiction.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to any and all references to our firm in
the Prospectus.
We further consent to the use of this opinion as an exhibit
to applications to the securities commissioners of various states of
the United States for registration or qualification of the Debt
Securities and the Warrants under the securities laws of such states.
This opinion is rendered solely for your benefit in
connection with the transactions described above. This opinion may
not be used or relied upon by any other person and may not be
disclosed, quoted, filed with a governmental agency or otherwise
referred to without our prior written consent except as noted above.
Very truly yours,
WEIL, GOTSHAL & MANGES
<PAGE>
EXHIBIT 12
THE BEAR STEARNS COMPANIES INC.
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except for ratio)
<TABLE>
<CAPTION>
Six Months Ended Fiscal Year Ended
------------------------------------ -------------------------------------------------------------------
December 31, 1993 December 31, 1992 June 30, 1993 June 30, 1992 June 30, 1991 June 30, 1990 June 30, 1989
----------------- ----------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before
provision for
income taxes $ 409,906 $ 219,397 $ 614,398 $ 507,625 $ 229,501 $ 192,532 $ 287,383
----------- ---------------- ------------- ------------ ----------- ------------ ------------
Add Fixed Charges:
Interest 434,458 343,058 710,086 834,859 1,141,029 1,217,212 1,089,879
Interest factor in rent 10,624 10,066 20,084 20,874 18,715 18,999 18,798
--------- ---------------- ------------- ------------ ----------- ------------ ------------
Total Fixed Charges 445,082 353,124 730,170 855,733 1,159,744 1,236,211 1,108,677
--------- ---------------- ------------- ------------ ----------- ------------ ------------
Earnings before
fixed charges and
provision for income
taxes $ 854,988 $ 572,521 $ 1,344,568 $ 1,363,358 $ 1,389,245 $ 1,428,743 $ 1,396,060
========== ================ ============ ============= ============= ============ ============
Ratio of Earnings
to Fixed Charges 1.9 1.6 1.8 1.6 1.2 1.2 1.3
========== ================ ============ ============= ============ ============ ============
</TABLE>
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Bear Stearns Companies Inc. on Form S-3 of our
reports dated August 13, 1993, appearing in the Annual Report on Form
10-K of The Bear Stearns Companies Inc. and Subsidiaries for the year
ended June 30, 1993, and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration
Statement.
DELOITTE & TOUCHE
New York, New York
March 16, 1994
<PAGE>
EXHIBIT 25
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM T-1
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE
TRUST INDENTURE ACT OF 1939 OF A CORPORATION
DESIGNATED TO ACT AS TRUSTEE
-------------
CHEMICAL BANK
- ---------------------------------------------------------------------------
(Exact name of trustee as specified in its charter)
New York 13-4994650
- --------------------------------------------- ----------------------
(State of incorporation if not a national (I.R.S. Employer
bank) Identification No.)
270 Park Avenue 10017
New York, New York
- --------------------------------------------- ----------------------
(Address and telephone number of principal (Zip Code)
executive offices)
The Bear Stearns Companies, Inc.
- ---------------------------------------------------------------------------
(Exact name of obligor as specified in its charter)
Delaware 13-3286161
- --------------------------------------------- ----------------------
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
245 Park Avenue 10167
New York, New York
- --------------------------------------------- ----------------------
(Address and telephone number of principal (Zip Code)
executive offices)
Debt Securities
- ---------------------------------------------------------------------------
(Title of the indenture securities)
<PAGE>
<PAGE>
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising
authority to which it is subject.
New York State Banking Department, State House, Albany, New
York 12110.
Board of Governors of the Federal Reserve System,
Washington, D.C., 20551 and Federal Reserve Bank of New York,
District No. 2, 33 Liberty Street, New York, N.Y.
Federal Deposit Insurance Corporation, Washington, D.C.,
20429.
(b) Whether it is authorized to exercise corporate
trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each
such affiliation.
None.
<PAGE>
<PAGE>
16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as
now in effect, including the Organization Certificate and the
Certificates of Amendment dated February 17, 1969, August 31, 1977,
December 31, 1980, September 9, 1982, February 28, 1985 and December
2, 1991 (see Exhibit 1 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference).
2. A copy of the Certificate of Authority of the Trustee to
Commence Business (see Exhibit 2 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference).
3. None, authorization to exercise corporate trust powers
being contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see
Exhibit 4 to Form T-1 filed in connection with Registration Statement
No. 33-46892, which is incorporated by reference).
6. The consent of the Trustee required by Section 321(b) of
the Act (see Exhibit 6 to Form T-1 filed in connection with
Registration Statement No. 33-50010, which is incorporated by
reference).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or
examining authority.
<PAGE>
<PAGE>
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939 the Trustee, Chemical Bank, a corporation organized and existing
under the laws of the State of New York, has duly caused this
statement of eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York
and State of New York, on the 10TH day of MARCH, 1994.
CHEMICAL BANK
By /s/ P.J. Gilkeson
------------------------
P.J. Gilkeson
Vice President
<PAGE>
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
Chemical Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1993, published in
accordance with a call made by the Federal Reserve Bank of this
District pursuant to the provisions of the Federal Reserve Act.
<TABLE>
DOLLAR AMOUNTS
ASSETS IN MILLIONS
<S> <C>
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ............................. $ 4,371
Interest-bearing balances ..................... 5,829
Securities ........................................ 21,834
Federal Funds sold and securities purchased under
agreements to resell in domestic offices of the
bank and of its Edge and Agreement subsidiaries,
and in IBF's:
Federal funds sold ............................ 2,125
Securities purchased under agreements to
resell ........................................ 900
Loans and lease financing receivables:
Loans and leases, net of unearned income $60,826
Less: Allowance for loan and lease losses 2,326
Less: Allocated transfer risk reserve ... 121
-------
Loans and leases, net of unearned income,
allowance, and reserve ......................... 58,379
Assets held in trading accounts .................... 8,556
Premises and fixed assets (including capitalized
leases)......................................... 1,238
Other real estate owned ............................ 713
Investments in unconsolidated subsidiaries and
associated companies............................. 112
Customer's liability to this bank on acceptance
outstanding ..................................... 1,063
Intangible assets .................................. 526
Other assets ....................................... 9,864
-----
TOTAL ASSETS ....................................... $115,510
========
/TABLE
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
LIABILITIES
<S> <C> <C>
Deposits
In domestic offices ............................. $51,611
Noninterest-bearing .....................$19,050
Interest-bearing .........................32,561
------
In foreign offices, Edge and Agreement
subsidiaries, and IBF's.......................... 24,886
Noninterest-bearing .....................$ 136
Interest-bearing ........................ 24,750
------
Federal funds purchased and securities sold under
agreements to repurchase in domestic offices of
the bank and of its Edge and Agreement subsidiaries,
and in IBF's Federal funds purchased .................. 8,496
Securities sold under agreements to repurchase ... 514
Demand notes issued to the U.S. Treasury .............. 1,501
Other Borrowed money .................................. 8,538
Mortgage indebtedness and obligations under capitalized
leases ........................................... 20
Bank's liability on acceptances executed and outstanding 1,084
Subordinated notes and debentures ...................... 3,500
Other liabilities ...................................... 7,419
TOTAL LIABILITIES ...................................... 107,569
-------
EQUITY CAPITAL
Common stock ........................................... 620
Surplus ................................................ 4,501
Undivided profits and capital reserves ................. 2,663
Less: Net unrealized loss on marketable equity
securities......................................... (159)
Cumulative foreign currency translation adjustments .... (2)
TOTAL EQUITY CAPITAL ................................... 7,941
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ............................... $115,510
========
</TABLE>
I, Joseph L. Sclafani, S.V.P. & Controller of the
above-named bank, do hereby declare that this Report of
Condition is true and correct to the best of my knowledge
and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness
of this statement of resources and liabilities. We
declare that it has been examined by us, and to the best
of our knowledge and belief has been prepared in conformance
with the instructions and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
WILLIAM B. HARRISON )