<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENTS 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 Identification
of Incorporation or No.)
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
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 LLP
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
[_]__________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering.[_]__________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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 (2)
<S> <C> <C> <C> <C>
Debt Securities and Warrants . . . . $5,000,000,000 100% $5,000,000,000 $1,515,152
<FN>
(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 and that amount
also includes any offers and sales of Debt Securities and Warrants in market-making transactions by Bear, Stearns &
Co. Inc, an affiliate of the Registrant.
(3) Estimated solely for the purpose of calculating the registration fee.
</TABLE>
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.
333-03685 previously filed by the Registrant on Form S-3 and declared
effective on May 23, 1996. This Registration Statement also constitutes
Post-Effective Amendment No. 1 to Registration Statement No. 333-03685 and
such Post-Effective Amendment shall hereafter become effective concurrently
with the effectiveness of this Registration Statement 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.
<PAGE>
<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 DECEMBER 16, 1996
PROSPECTUS
$6,206,620,162
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
$6,206,620,162 (or the equivalent in foreign denominated currency or
units based on or relating to such 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 other indices or
references. 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 rate (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), terms for any
conversion or exchange (including any provisions for adjustment of
such terms), 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. Such underwriters (and any representative thereof),
dealers or agents may include Bear, Stearns & Co. Inc., a wholly owned
subsidiary of the Company.
There are no restrictions in the Indenture (as defined in the
Prospectus) on the ability of the Company or its subsidiaries to incur
additional unsecured indebtedness or on the ability of the Company to
incur additional secured indebtedness except that the Indenture
restricts the Company from incurring any indebtedness for borrowed
money that is secured by a pledge of the Voting Stock of any
Restricted Subsidiary (each as defined in the Prospectus) without
effectively providing that the Notes and other indebtedness of the
Company under the Indenture will be secured equally and ratably with
such secured indebtedness.
-------------------------------------------------------
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
sale or otherwise. Bear, Stearns & Co. Inc. may act as a principal or
agent in such transactions.
----------------------------------------
BEAR, STEARNS & CO. INC.
________ __, 1996
<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 Citicorp 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. Such
information may also be accessed electronically by means of the
Commission's home page on the Internet at http://www.sec.gov.
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.
2<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,
1996 (the "1996 Form 10-K"), (ii) the Quarterly Report on Form 10-Q
for the quarter ended September 27, 1996, and (iii) the Current
Reports on Form 8-K, dated, October 16, 1996, October 29, 1996 and
November 12, 1996. 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.
___________________
3<PAGE>
<PAGE>
THE COMPANY
The Company is a holding company that, through its principal
subsidiaries, 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
corporations, governments, institutional and individual investors
worldwide. The business of the Company includes market-making and
trading in corporate, United States Government, government-agency,
mortgage-related, asset-backed and municipal securities; trading in
options, futures, foreign currencies, interest-rate swaps and other
derivative products; securities and commodities arbitrage; securities,
options and commodities brokerage; underwriting and distributing
securities; providing securities clearance services; financing
customer activities; securities lending; arranging for the private
placement of securities; assisting in mergers, acquisitions,
restructurings and leveraged transactions; providing other financial
advisory services; making principal investments in leveraged
acquisitions; acting as specialist on the floor of the New York Stock
Exchange ("NYSE"); providing fiduciary and other services, such as
real estate brokerage, investment management and investment advisory
and securities research.
The Company's business is 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 Beijing, Geneva, Hong Kong and Shanghai; through
international subsidiaries in Buenos Aires, Hong Kong, London, Paris,
Sao Paulo and 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 provides trust-company
services through its subsidiary, Custodial Trust Company.
Bear Stearns and BSSC are broker-dealers registered with the
Commission. They also are members of the NYSE, all other principal
United States securities and commodities exchanges, the National
Association of Securities Dealers, Inc. (the "NASD") and the National
Futures Association. Bear Stearns is a "primary dealer" in United
States government securities, as 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 1.3 for the three
months ended September 27, 1996 and 1.4, 1.2, 1.6, 1.8 and 1.6 for the
fiscal years ended June 30, 1996, 1995, 1994, 1993 and 1992,
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.
4
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<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 The Chase
Manhattan Bank (formerly known as Chemical Bank and successor by
merger to 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
$10,272,599,725 may be offered pursuant to this Prospectus. As of the
date of this Prospectus, $6,206,620,162 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) the terms, if
any, on which such Debt Securities may be converted into or exchanged
for stock or other securities of the Company or other entities,
including the period during which such Debt Securities may be so
converted or exchanged and any specific provisions for adjustment of
such terms; (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 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.
5
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From time to time Debt Securities may be issued that provide for
determination of the amount of payments of principal (and premium, if
any), or interest, if any, by reference to an index, exchange rate,
formula, currency, commodity, individual security, basket of
securities or other method. Holders of such Debt Securities may
receive a payment of principal (and premium, if any) or interest, if
any, that is greater or less than the amount of principal (and
premium, if any) or interest, if any, that otherwise would be payable
on the dates of payment thereof but for such reference, depending on
the value on such dates of the applicable index, exchange rate,
formula, currency, commodity, individual security, basket of
securities or other method. Information as to the methods for
determining the amount of principal (and premium, if any), and
interest, if any, payable on any date, the index, exchange rate,
formula, currency, commodity, individual security, basket of
securities or other method to which the amount payable on such date is
linked and certain additional tax considerations (if material) will be
set forth in the applicable Prospectus Supplement.
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 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 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
6
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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 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,
7
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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,
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.
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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, 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.
Within 90 days after the occurrence of any default, the Trustee shall
notify all
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holders of Debt Securities of such default, unless such default shall
have been cured or waived; provided, however, that, except in the case
-------- -------
of a default in the payment of the principal of (and premium, if any)
or interest on, or any additional amounts with respect to, any Debt
Security or in the payment of any sinking fund installment with
respect to any Debt Security, the Trustee shall be protected in
withholding such notice if and so long as the board of directors, the
executive committee or a trust committee of directors and/or
responsible officers of the Trustee in good faith determine that the
withholding of such notice is in the interests of the holders of the
Debt Securities; and provided further, that in the case of any default
-------- -------
of the character specified in clause (d) above, no such notice shall
be given until at least 30 days after the occurrence thereof. 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.
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 under the Indenture
(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
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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 units of a commodity index or basket. 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.
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
11<PAGE>
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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 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
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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.
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
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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.
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.
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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.
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, Prohibited
Transaction Class Exemption 96-23 relating to certain in-house 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 in this prospectus by reference from
the Company's 1996 Annual Report on Form 10-K have been audited by
Deloitte & Touche LLP, 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.
15<PAGE>
<PAGE>
VALIDITY OF THE SECURITIES
The validity of the Debt Securities and the Warrants will be
passed upon for the Company by Weil, Gotshal & Manges LLP (a limited
liability partnership including professional corporations), New York,
New York.
16<PAGE>
<PAGE>
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.
SEC registration fee . . . . . . . . . . . . . . $1,515,152
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 . . . . . . . . . . . . . . . . . . 10,348
---------
Total $1,806,000
=========
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)
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 The Chase Manhattan Bank
(formerly known as Chemical Bank and successor by merger to
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).(8)
II-1
<PAGE>
<PAGE>
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).(7)
4(b)(7) --Form of Note (Common-Linked Higher Income Participation
Securities).(7)
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.(9)
4(c)(5) --Form of Warrant Agreement relating to AMEX Hong Kong 30
Index Put Warrants.(10)
4(c)(6) --Form of Warrant Agreement relating to the Japan Index Call
Warrants.(11)
4(c)(7) --Form of Warrant Agreement relating to the Japan Index Put
Warrants.(12)
4(c)(8) --Form of Warrant Agreement relating to the Japanese Yen Put
Warrants.(13)
4(c)(9) --Form of Warrant Agreement relating to Nikkei 225 Index
Strike Reset Call Warrants.(14)
4(c)(10) --Form of Warrant Agreement relating to Vantage Point
Portfolio Call Warrants.(15)
5 --Opinion of Weil, Gotshal & Manges LLP.*
12 --Computation of Ratio of Earnings to Fixed Charges.*
23(a) --Consent of Deloitte & Touche LLP.*
23(b) --Consent of Weil, Gotshal & Manges LLP (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 The Chase Manhattan 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 the similarly numbered exhibit
to the registrant's Registration Statement No. 33-52701 on
Form S-3.
(8) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 333-03685 on
Form S-3.
(9) 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.
(10) 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.
(11) 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 July 19, 1994.
(12) 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 July 19, 1994.
(13) 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 13, 1994.
II-2<PAGE>
<PAGE>
(14) 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 October 13, 1995.
(15) 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 February 12, 1996.
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. Notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if
the total dollar value of securities offered would not exceed
that which was registered), and any deviation from the low or
high and of the estimated maximum offering range, may be
reflected in the form of prospectus filed with the Securities
and Exchange Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee"
table in the effective 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
II-3<PAGE>
<PAGE>
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 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-4
<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 amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State
of New York, on the 16th day of December 1996.
THE BEAR STEARNS COMPANIES INC.
By: /s/ William J. Montgoris
--------------------------------
William J. Montgoris
Chief Operating 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 December 16, 1996
------------------------- and Director
Alan C. Greenberg
/s/ James E. Cayne President and Chief December 16, 1996
------------------------ Executive Officer
James E. Cayne (Principal Executive
Officer); Director
/s/ William J. Montgoris Chief Operating Officer; December 16, 1996
------------------------ Director
William J. Montgoris
/s/ Mark E. Lehman Executive Vice December 16, 1996
------------------------ President; Director
Mark E. Lehman
/s/ Alan D. Schwartz Executive Vice December 16, 1996
------------------------ President; Director
Alan D. Schwartz
II-5<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Warren J. Spector Executive Vice December 16, 1996
-------------------------- President; Director
Warren J. Spector
/s/ Michael Minikes Treasurer; Director December 16, 1996
---------------------------
Michael Minikes
/s/ E. Garrett Bewkes, III Director December 16, 1996
--------------------------
E. Garrett Bewkes, III
/s/ Denis A. Bovin Director December 16, 1996
--------------------------
Denis A. Bovin
Director
--------------------------
Peter D. Cherasia
Director
--------------------------
Ralph R. Cioffi
/s/ Barry J. Cohen Director December 16, 1996
--------------------------
Barry J. Cohen
/s/ Wendy L. de Monchaux Director December 16, 1996
--------------------------
Wendy L. de Monchaux
Director
--------------------------
Grace J. Fippinger
/s/ Bruce E. Geismar Director December 16, 1996
--------------------------
Bruce E. Geismar
/s/ Carl D. Glickman Director December 16, 1996
--------------------------
Carl D. Glickman
II-6<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Thomas R. Green Director December 16, 1996
--------------------------
Thomas R. Green
/s/ Donald J. Harrington Director December 16, 1996
--------------------------
Donald J. Harrington
/s/ Richard Harriton Director December 16, 1996
--------------------------
Richard Harriton
/s/ Daniel L. Keating Director December 16, 1996
--------------------------
Daniel L. Keating
/s/ John W. Kluge Director December 16, 1996
--------------------------
John W. Kluge
/s/ David A. Liebowitz Director December 16, 1996
--------------------------
David A. Liebowitz
Director
--------------------------
Bruce M. Lisman
Director
--------------------------
Roland N. Livney
/s/ Donald R. Mullen, Jr. Director December 16, 1996
--------------------------
Donald R. Mullen, Jr.
/s/ Frank T. Nickell Director December 16, 1996
--------------------------
Frank T. Nickell
/s/ Craig M. Overlander Director December 16, 1996
--------------------------
Craig M. Overlander
/s/ Stephen E. Raphael Director December 16, 1996
--------------------------
Stephen E. Raphael
II-7
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ E. John Rosenwald, Jr. Vice-Chairman of the December 16, 1996
--------------------------- Board; Director
E. John Rosenwald, Jr.
Director
---------------------------
Lewis A. Sachs
Director
---------------------------
Richard Sachs
/s/ Frederic V. Salerno Director December 16, 1996
---------------------------
Frederic V. Salerno
/s/ David M. Solomon Director December 16, 1996
---------------------------
David M. Solomon
/s/ Robert M. Steinberg Director December 16, 1996
---------------------------
Robert M. Steinberg
/s/ Michael L. Tarnopol Vice-Chairman of the December 16, 1996
--------------------------- Board; Director
Michael L. Tarnopol
Director
---------------------------
Vincent Tese
Director
---------------------------
Michael J. Ufirer
Director
---------------------------
Fred Wilpon
/s/ Uzi Zucker Director December 16, 1996
---------------------------
Uzi Zucker
II-8<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael J. Abatemarco Controller December 16, 1996
---------------------------
Michael J. Abatemarco
/s/ Samuel L. Molinaro, Jr. Senior Vice President- December 16, 1996
--------------------------- Finance and Chief
Samuel L. Molinaro, Jr. Financial Officer
(Principal Accounting
Officer and Principal
Financial Officer)
II-9
<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 The Chase Manhattan Bank
(formerly known as Chemical Bank and successor by merger to
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).(8)
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).(7)
4(b)(7) --Form of Note (Common-Linked Higher Income Participation
Securities).(7)
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.(9)
4(c)(5) --Form of Warrant Agreement relating to AMEX Hong Kong 30
Index Put Warrants.(10)
4(c)(6) --Form of Warrant Agreement relating to the Japan Index Call
Warrants.(11)
4(c)(7) --Form of Warrant Agreement relating to the Japan Index Put
Warrants.(12)
4(c)(8) --Form of Warrant Agreement relating to the Japanese Yen Put
Warrants.(13)
4(c)(9) --Form of Warrant Agreement relating to Nikkei 225 Index
Strike Reset Call Warrants.(14)
4(c)(10) --Form of Warrant Agreement relating to Vantage Point
Portfolio Call Warrants.(15)
5 --Opinion of Weil, Gotshal & Manges LLP.*
12 --Computation of Ratio of Earnings to Fixed Charges.*
23(a) --Consent of Deloitte & Touche LLP.*
23(b) --Consent of Weil, Gotshal & Manges LLP (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 The Chase Manhattan 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.
<PAGE>
<PAGE>
(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 the similarly numbered exhibit
to the registrant's Registration Statement No. 33-52701 on
Form S-3.
(8) Incorporated by reference to the similarly numbered exhibit
to the registrant's Registration Statement No. 333-03685 on
Form S-3.
(9) 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.
(10) 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.
(11) 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 July 19, 1994.
(12) 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 July 19, 1994.
(13) 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 13, 1994.
(14) 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 October 13, 1995.
(15) 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 February 12, 1996.
NYFS04...:\25\22625\0122\1773\REGN266U.26B
<PAGE>
EXHIBIT 5
WEIL, GOTSHAL & MANGES LLP
A Limited Liability Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
December 16, 1996
The Board of Directors
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as counsel to The Bear Stearns Companies Inc.
(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 $5,000,000,000. The
Debt Securities will be issued by the Company, substantially in the
forms of the drafts 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 The Chase Manhattan Bank (formerly known as Chemical
Bank and the successor by merger to the 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)(10) 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 Exhibit 1(b) and Exhibit 1(c) (as amended
by Exhibits 1(d) and 1(e)) to the Registration Statement (each, a
"Distribution Agreement").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
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
<PAGE>
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc.
December 16, 1996
Page 2
Registration Statement, the forms of Warrant Agreements constituting
Exhibits 4(c)(1) through 4(c)(10) to the Registration Statement, the
form of Warrant Certificate attached as Exhibit A to the Warrant
Agreements, the form of Underwriting Agreement, the forms 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
<PAGE>
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc.
December 16, 1996
Page 3
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 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).
The opinions expressed herein are limited 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 letter of the laws of any other
jurisdiction.
We consent to the use of this letter 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 letter 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.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those
opinions may not be used or relied upon by any other person nor may
this letter or any copies thereof be furnished to a third party, filed
with a governmental agency, quoted, cited or otherwise referred to
without our prior written consent except as noted above.
Very truly yours,
WEIL GOTSHAL & MANGES LLP
NYFS04...:\25\22625\0122\1324\LTRD096R.350
<PAGE>
EXHIBIT 12
<TABLE>
<CAPTION>
THE BEAR STEARNS COMPANIES INC.
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except for ratio)
(Unaudited) (Unaudited)
Three Months Three Months Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended Ended Ended Ended Ended
Sept. 27, 1996 Sept. 29, 1995 June 30, 1996 June 30, 1995 June 30, 1994 June 30, 1993 June 30, 1992
-------------- -------------- ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before taxes
on income $ 178,517 $ 156,410 $ 834,926 $ 388,082 $ 642,799 $ 614,398 $ 507,625
------------ ----------- ----------- ----------- ----------- ----------- -----------
Added Fixed Charges:
Interest 547,469 456,945 1,981,171 1,678,515 1,023,866 710,086 834,859
Interest factor in rents 6,514 6,459 25,672 24,594 21,772 20,874 20,084
------------ ----------- ----------- ----------- ----------- ----------- -----------
Total Fixed Charges 553,983 463,404 2,006,843 1,703,109 1,045,638 730,170 855,733
------------ ----------- ----------- ----------- ----------- ----------- -----------
Earnings before fixed charges
and taxes on income $ 732,500 $ 619,814 $ 2,841,769 $ 2,091,191 $ 1,688,437 $ 1,344,568 $ 1,363,358
============ =========== =========== =========== =========== =========== ===========
Ratio of Earnings to Fixed
Charges 1.3 1.3 1.4 1.2 1.6 1.8 1.6
============ =========== =========== =========== =========== =========== ===========
</TABLE>
NYFS04...:\25\22625\0122\1773\CHTD126J.570
<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 26, 1996, appearing in and incorporated by
reference in the Annual Report on Form 10-K of The Bear Stearns
Companies Inc., for the year ended June 30, 1996, and to the reference
to us under the heading "Experts" in the Prospectus, which is part of
this Registration Statement.
DELOITTE & TOUCHE LLP
December 16, 1996
New York, New York
NYFS04...:\25\22625\0122\1773\ARTD136P.310
<PAGE>
EXHIBIT 25
-------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
THE BEAR STEARNS COMPANIES INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-3286161
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(Address of principal executive offices) (Zip Code)
---------------------------------------------
DEBT SECURITIES
(Title of the indenture securities)
-------------------------------------------------------------------
<PAGE>
<PAGE>
GENERAL
Item 1. General Information.
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
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.
- 2 -
<PAGE>
<PAGE>
Item 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, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, 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. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).
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. 333-06249, which is
incorporated by reference).
5. Not applicable.
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. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
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.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan 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 DECEMBER, 1996.
THE CHASE MANHATTAN BANK
By /s/ Anne G. Brenner
----------------------
Anne G. Brenner
Vice President
- 3 -
<PAGE>
<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan 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 September 30, 1996, in accordance
with a call made by the Federal Reserve Bank of this District
pursuant to the provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and
currency and coin ........................................$ 11,095
Interest-bearing balances ................................ 4,998
Securities: ..................................................
Held to maturity securities.................................... 3,231
Available for sale securities.................................. 38,078
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 ....................................... 8,018
Securities purchased under agreements to resell .......... 731
Loans and lease financing receivables:
Loans and leases, net of unearned income $130,513
Less: Allowance for loan and lease losses 2,938
Less: Allocated transfer risk reserve ... 27
--------
Loans and leases, net of unearned income,
allowance, and reserve ................................... 127,548
Trading Assets ................................................ 48,576
Premises and fixed assets (including capitalized
leases)........................................................ 2,850
Other real estate owned ....................................... 300
Investments in unconsolidated subsidiaries and
associated companies...................................... 92
Customer's liability to this bank on acceptances
outstanding .............................................. 2,777
Intangible assets ............................................. 1,361
Other assets .................................................. 12,204
------
TOTAL ASSETS .................................................. $261,859
=========
- 4 -
<PAGE>
<PAGE>
LIABILITIES
Deposits
In domestic offices ...................................... $80,163
Noninterest-bearing ...................... $30,596
Interest-bearing ......................... 49,567
------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ................................................ 65,173
Noninterest-bearing ...................... $ 3,616
Interest-bearing ......................... 61,557
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 .................................. 14,594
Securities sold under agreements to repurchase ........... 14,110
Demand notes issued to the U.S. Treasury ...................... 2,200
Trading liabilities ........................................... 30,136
Other Borrowed money:
With a remaining maturity of one year or less ............ 16,895
With a remaining maturity of more than one year .......... 449
Mortgage indebtedness and obligations under capitalized
leases.................................................... 49
Bank's liability on acceptances executed and outstanding....... 2,764
Subordinated notes and debentures ............................. 5,471
Other liabilities.............................................. 13,997
TOTAL LIABILITIES ............................................. 246,001
-------
Limited-Life Preferred stock and related surplus 550
EQUITY CAPITAL
Common stock .................................................. 1,209
Surplus........................................................ 10,176
Undivided profits and capital reserves ........................ 4,385
Net unrealized holding gains (Losses)
on available-for-sale securities .............................. (481)
Cumulative foreign currency translation adjustments ........... 19
TOTAL EQUITY CAPITAL .......................................... 15,308
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ................................. $261,859
========
I, Joseph L. Sclafani, S.V.P. & Controller of the above-named bank, do hereby
declare that this Report of Condition has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this Report of
Condition and 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
issued by the appropriate Federal regulatory authority and is true and correct.
WALTER V. SHIPLEY )
EDWARD D. MILLER )DIRECTORS
THOMAS G. LABRECQUE )
- 5 -
