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PRICING SUPPLEMENT NO. 45 Rule 424(b)(3)
DATED: March 18, 1996 File No. 33-63561
(To Prospectus dated December 18, 1995
and Prospectus Supplement dated December 18,
1995)
$3,650,742,350
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTES, SERIES B
WITH MINIMUM MATURITY OF NINE MONTHS FROM DATE OF ISSUE
Principal Amount: Floating Rate Notes Book Entry Notes
$75,000,000 [x] [x]
Original Issue Date: Fixed Rate Notes Certificated Notes
03/25/96 [_] [_]
Maturity Date: 04/15/97
Option to Extend Maturity: No [_]
Yes [*] Final Maturity Date: 03/15/2001
Optional Optional
Redemption Repayment Repayment
Redeemable On Price(s) Date(s) Price(s)
------------- -------- ------- --------
N/A N/A N/A N/A
Applicable Only to Fixed Rate Notes:
-----------------------------------
Interest Rate:
Applicable Only to Floating Rate Notes:
--------------------------------------
Interest Rate Basis: Maximum Interest Rate: N/A
[_] Commercial Paper Rate Minimum Interest Rate: N/A
[_] Federal Funds Rate Interest Reset Date(s): ***
[_] Treasury Rate Interest Reset Period: Monthly
[**] LIBOR Interest Payment Date(s): ****
[_] Prime Rate Interest Payment Period: Monthly
[_] CMT Rate
Initial Interest Rate: *****
Index Maturity: One Month
Spread (plus or minus): Plus 15 basis points; if however the Holder
elects to have the Notes repaid prior to the
Final Maturity Date, the spread will be plus
2.5 basis points, commencing on the next
Interest Payment Date subsequent to such
election.
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* The Notes will mature on April 15, 1997 unless the Maturity
thereof is extended as described below. If the Holder of the Notes
shall not have elected to terminate the Automatic Extension of
Maturity (in the manner described below) the maturity date of such
Note shall on each Extension Date (as defined below) automatically be
extended to the 15th day of the 13th calendar month following such
Extension Date (or, if such date is not a Business Day, to the
succeeding Business Day), so long as such date is no more than 397
days after such Extension Date, in which case the maturity date of
such Note will automatically be extended to the date which is 397 days
after such Extension Date (or, if such date is not a Business Day, to
the previous Business Day) (the "Extended Maturity Date") or, in the
case of the Final Extension Date, to March 15, 2001.
Consequently, if, for example, the Holder of a Note does not
elect to terminate the Automatic Extension of Maturity of such Note
before April 15, 1996 in the manner described below, then on April 15,
1996 the maturity of such Note will be extended to May 15, 1997.
Conversely, if the Holder of such Note does make such an election,
such Note will mature on April 15, 1997, and will bear interest for
the period from and including April 15, 1996 to Maturity calculated on
the basis of one-month LIBOR plus 2.5 basis points (rather than the 15
basis points above one-month LIBOR which would have been applicable
had the Holder not elected to terminate the Automatic Extension of
Maturity of the Notes).
The Holder of the Notes may elect to terminate the Automatic
Extension of Maturity of the Notes on an Extension Date by delivering
such Note, together with a notice of such election, to the Trustee,
Chemical Bank, Corporate Trust Department, 450 West 33rd Street, 15th
Floor, New York, New York 10001, Attention: Ms. Anne G. Brenner, not
less than five nor more than 15 calendar days before the Election Date
(as defined below) with the form entitled "Option to Elect
Termination" on the reverse side of the Notes duly completed.
"Extension Date" shall be the 15th of each month (or, if such date is
not a Business Day, the succeeding Business Day), commencing on April
15, 1996 until and including February 15, 2000 (the "Final Extension
Date"). The Extension Date on which such surrender occurs shall be
the "Election Date" with respect to the Notes. For this purpose, any
Note surrendered not in accordance with the above procedures (i.e.,
not less than five nor more than 15 calendar days before the Election
Date) will be deemed to have been surrendered for the next succeeding
Extension Date. Upon such surrender of such Note, the Trustee shall
deliver to the Holder in exchange therefor a new Note of like
aggregate principal amount imprinted with a legend indicating (i) that
an election to terminate Automatic Extension of Maturity of such Note
has been made, (ii) the Election Date, (iii) the Maturity with respect
to such Note, and (iv) the Index Maturity. Any Note or Notes issued
in exchange for or upon registration of transfer of any Note so
legended shall also be legended to the same effect. An election to
terminate the Automatic Extension of Maturity shall be irrevocable.
In the event that the Holder of any Note wishes to terminate the
Automatic Extension of Maturity of a portion of such Note that is an
integral multiple of $1,000,000, the Holder shall notify the Company
as described above, with the "Option to Elect Termination" form duly
completed, in exchange for (i) a Note of authorized denomination in
the principal amount as to which Automatic Extension of Maturity has
been terminated legended as described above and (ii) a Note of
authorized denomination for the remaining principal amount which has
not been so legended.
Upon surrender of any Note for termination of the Automatic
Extension of Maturity of such Note, such Note shall (i) mature on the
date which is the 15th day of the 12th calendar month from such
Election Date and (ii) accrue interest from the Election Date to
Maturity based on one-month LIBOR plus 2.5 basis points.
** For purposes of this Note, LIBOR will be determined by the
Calculation Agent in accordance with the following provisions:
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(i) With respect to an Interest Determination Date, LIBOR
will be determined on the basis of the offered rate for deposits in
U.S. dollars having the Index Maturity specified above, commencing on
the second London Banking Day immediately following such Interest
Determination Date, which appears on Telerate page 3750 (or such other
page as may replace such Telerate page 3750 for the purpose of
displaying London interbank rates of major banks), as of 11:00 A.M.,
London time, on such Interest Determination Date. If no such rate
appears on Telerate page 3750 (or such other page), LIBOR for such
Interest Determination Date will be determined as if the parties had
specified the rate described in (ii) below.
(ii) With respect to an Interest Determination Date on which
no offered rate appears on Telerate page 3750 (or such other page) as
described in (i) above, LIBOR will be determined on the basis of the
rates at approximately 11:00 A.M., London time, on such Interest
Determination Date at which deposits in U.S. dollars having the Index
Maturity specified above are offered to prime banks in the London
interbank market by four major banks in the London interbank market
selected by the Calculation Agent commencing on the second London
Banking Day immediately following such Interest Determination Date and
in a principal amount equal to an amount of not less than $1,000,000
that is representative of a single transaction in such market at such
time. The Calculation Agent will request the principal London office
of each of such banks to provide a quotation of its rate. If at least
two such quotations are provided, LIBOR for such Interest
Determination Date will be the arithmetic mean of such quotations. If
fewer than two quotations are provided, LIBOR for such Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 A.M., New York City time, on such Interest
Determination Date by three major banks in the City of New York,
selected by the Calculation Agent for loans in U.S. dollars to leading
European banks, having the specified Index Maturity commencing on the
second London Banking Day immediately following such Interest
Determination Date and in a principal amount equal to an amount of not
less than $1,000,000 that is representative of a single transaction in
such market at such time; provided, however, that if the banks
selected as aforesaid by the Calculation Agent are not quoting as
mentioned in this sentence, LIBOR will be LIBOR in effect on such
Interest Determination Date.
*** On the 15th of each month during the term hereof.
**** On the 15th of each month during the term hereof and on the
Maturity Date or the Extended Maturity Date, as the case may
be.
***** The one month LIBOR rate as of March 22, 1996 plus 15 basis
points.
The distribution of Notes will conform to the requirements set forth
in the applicable sections of Schedule E to the By-laws of the
National Association of Securities Dealers, Inc.
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