As filed with the Securities and Exchange Commission on July 15, 1997
Registration No. 333-_____
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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 of
Incorporation or Organization) (I.R.S. Employer Identification No.)
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.
</FN>
</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. 333-17985 previously
filed by the Registrant on Form S-3 and declared effective on January 22, 1997.
This Registration Statement also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-17985 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.
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<PAGE>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JULY 15, 1997
PROSPECTUS
$5,797,670,162
-----------------
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 $5,797,670,162 (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.
_____ __, 1997
<PAGE>
CERTAIN PERSONS PARTICIPATING IN THE OFFERING OF CERTAIN SECURITIES
HEREUNDER MAY ENGAGE IN TRANSACTIONS THAT STABILIZE, MAINTAIN, OR OTHERWISE
AFFECT THE PRICE OF THOSE SECURITIES, INCLUDING OVERALLOTMENT, STABILIZING
AND SHORT-COVERING TRANSACTIONS AND THE IMPOSITION OF PENALTY BIDS. SEE "PLAN
OF DISTRIBUTION."
________________________________
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.
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<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 and Proxy Statement incorporated
by reference therein) for the fiscal year ended June 30, 1996 (the "1996 Form
10-K"), (ii) the Quarterly Reports on Form 10-Q for the quarters ended September
27, 1996, December 31, 1996 and March 27, 1997 and (iii) the Current Reports on
Form 8-K, dated, July 30, 1996, October 16, 1996, October 29, 1996, November 12,
1996, January 22, 1997, January 29, 1997, April 16, 1997 and May 16, 1997. 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.
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3
<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 1.4 for the nine months
ended March 27, 1997 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
<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 $5,797,670,162 may be offered pursuant to this Prospectus. As of the
date of this Prospectus, $12,349,054,575 aggregate principal amount of Debt
Securities have been issued under the Indenture and are outstanding.
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.
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<PAGE>
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 unsubordi- nated 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
<PAGE>
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,
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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
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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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In order to facilitate the offering of certain Securities hereunder,
certain persons participating in the offering of those Securities may engage in
transactions that stabilize, maintain or otherwise affect the price of those
Securities during and after the offering of those Securities. Specifically, if
so set forth in the applicable Prospectus Supplement, the underwriters of those
Securities may over-allot or otherwise create a short position in those
Securities for their own account by selling more of those Securities than have
been sold to them by the Company and may elect to cover any such short position
by purchasing those Securities in the open market. In addition, the underwriters
may stabilize or maintain the price of those Securities by bidding for or
purchasing those Securities in the open market and may impose penalty bids,
under which selling concessions allowed to syndicate members or other
broker-dealers participating in the offering are reclaimed if Securities
previously distributed in the offering are repurchased in connection with
stabilization transactions or otherwise. The effect of these transactions may be
to stabilize or maintain the market price of the Securities at a level above
that which might otherwise prevail in the open market. The imposition of a
penalty bid may also affect the price of Securities to the extent that it
discourages resales thereof. No representation is made as to the magnitude or
effect of any such stabilization or other transactions. Such transactions, if
commenced, may be discontinued at any time.
As Bear Stearns is a wholly owned subsidiary of the Company, each
distribution of Securities will conform to the requirements set forth in Rule
2720 of the NASD Conduct Rules.
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.
Each of the Company, Bear Stearns and BSSC 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.
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).
A fiduciary who causes an ERISA Plan to engage in a non-exempt
prohibited transaction may be subject to a penalty under ERISA. Code Section
4975 generally imposes an excise tax on Disqualified Persons who engage,
directly or indirectly, in similar types of transactions with the assets of
Plans subject to such Section.
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
15
<PAGE>
overall investment policy and the composition and diversification of its
portfolio. 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.
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, New York, New York.
16
<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).(6)
II-1
<PAGE>
4(b)(4) --Form of Medium-Term Note, Series B (Floating Rate Extendible).(3)
4(b)(5) --Form of Floating Rate Note (LIBOR).(7)
4(b)(6) --Form of Floating Rate Note (CMT).(8)
4(b)(7) --Form of Note (Common-Linked Higher Income Participation
Securities).(8)
4(b)(8) --Form of Note (S&P 500 Linked Note).(9)
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.(10)
4(c)(5) --Form of Warrant Agreement relating to AMEX Hong Kong 30 Index Put
Warrants.(11)
4(c)(6) --Form of Warrant Agreement relating to the Japan Index Call
Warrants.(12)
4(c)(7) --Form of Warrant Agreement relating to the Japan Index Put
Warrants.(13)
4(c)(8) --Form of Warrant Agreement relating to the Japanese Yen Put
Warrants.(14)
4(c)(9) --Form of Warrant Agreement relating to Nikkei 225 Index Strike Reset
Call Warrants.(15)
4(c)(10) --Form of Warrant Agreement relating to Vantage Point Portfolio
Call Warrants.(16)
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. 333-03685 on Form S-3.
(7) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-50393 on Form S-3.
(8) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-52701 on Form S-3.
(9) Incorporated by reference to Exhibit 2.3 to the registrant's
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on May 15, 1997.
(10) 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.
(11) 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.
(12) 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.
(13) 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.
II-2
<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 December 13, 1994.
(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 October 13, 1995.
(16) 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.
II-3
<PAGE>
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions referred to in Item
15 of this registration statement, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in such Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered
hereby, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court 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>
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 15th day of July,
1997.
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Alan C. Greenberg
- ---------------------------------- Chairman of the Board and Director July 15, 1997
Alan C. Greenberg
/s/ James E. Cayne
- ---------------------------------- President and Chief July 15, 1997
James E. Cayne Executive Officer (Principal Executive
Officer); Director
/s/ William J. Montgoris
- ---------------------------------- Chief Operating Officer; Director July 15, 1997
William J. Montgoris
/s/ Mark E. Lehman
- ---------------------------------- Executive Vice President; Director July 15, 1997
Mark E. Lehman
/s/ Alan D. Schwartz
- ---------------------------------- Executive Vice President; Director July 15, 1997
Alan D. Schwartz
II-5
<PAGE>
/s/ Warren J. Spector
- ---------------------------------- Executive Vice President; Director July 15, 1997
Warren J. Spector
/s/ Michael Minikes
- ---------------------------------- Treasurer; Director July 15, 1997
Michael Minikes
/s/ E. Garrett Bewekes, III
- ---------------------------------- Director July 15, 1997
E. Garrett Bewkes, III
/s/ Denis A. Bovin
- ---------------------------------- Director July 15, 1997
Denis A. Bovin
/s/ Peter D. Cherasia
- ---------------------------------- Director July 15, 1997
Peter D. Cherasia
/s/ Ralph R. Cioffi
- ---------------------------------- Director July 15, 1997
Ralph R. Cioffi
/s/ Barry J. Cohen
- ---------------------------------- Director July 15, 1997
Barry J. Cohen
- ---------------------------------- Director July , 1997
Wendy L. de Monchaux
/s/ Bruce E. Geismar
- ---------------------------------- Director July 15, 1997
Bruce E. Geismar
/s/ Carl D. Glickman
- ---------------------------------- Director July 15, 1997
Carl D. Glickman
/s/ Thomas R. Green
- ---------------------------------- Director July 15, 1997
Thomas R. Green
II-6
<PAGE>
- --------------------------------- Director July , 1997
Donald J. Harrington
/s/ Richard Harriton
- --------------------------------- Director July 15, 1997
Richard Harriton
/s/ Daniel L. Keating
- --------------------------------- Director July 15, 1997
Daniel L. Keating
/s/ John W. Kluge
- --------------------------------- Director July 15, 1997
John W. Kluge
/s/ David. A. Liebowitz
- --------------------------------- Director July 15, 1997
David A. Liebowitz
/s/ Bruce M. Lisman
- --------------------------------- Director July 15, 1997
Bruce M. Lisman
- --------------------------------- Director July , 1997
Roland N. Livney
/s/ Donald R. Mullen, Jr.
- --------------------------------- Director July 15, 1997
Donald R. Mullen, Jr.
/s/ Frank T. Nickell
- --------------------------------- Director July 15, 1997
Frank T. Nickell
/s/ Craig M. Overlander
- --------------------------------- Director July 15, 1997
Craig M. Overlander
/s/ Stephen E. Raphael
- --------------------------------- Director July 15, 1997
Stephen E. Raphael
/s/ E. John Rosenwald, Jr.
- --------------------------------- Vice-Chairman of the Board; Director July 15, 1997
E. John Rosenwald, Jr.
II-7
<PAGE>
/s/ Lewis A. Sachs
- --------------------------------- Director July 15, 1997
Lewis A. Sachs
/s/ Richard Sachs
- --------------------------------- Director July 15, 1997
Richard Sachs
- --------------------------------- Director July , 1997
Frederic V. Salerno
/s/ David M. Solomon
- --------------------------------- Director July 15, 1997
David M. Solomon
/s/ Robert M. Steinberg
- --------------------------------- Director July 15, 1997
Robert M. Steinberg
/s/ Michael L. Tarnopol
- --------------------------------- Vice-Chairman of the Board; Director July 15, 1997
Michael L. Tarnopol
/s/ Vincent Tese
- --------------------------------- Director July 15, 1997
Vincent Tese
/s/ Michael J. Urifer
- --------------------------------- Director July 15, 1997
Michael J. Urfirer
- --------------------------------- Director July , 1997
Fred Wilpon
/s/ Uzi Zucker
- --------------------------------- Director July 15, 1997
Uzi Zucker
/s/ Michael J. Abatemarco
- --------------------------------- Controller July 15, 1997
Michael J. Abatemarco
II-8
<PAGE>
/s/ Samuel L. Molinaro, Jr.
- --------------------------------- Senior Vice President- July 15, 1997
Samuel L. Molinaro, Jr. Finance and Chief Financial Officer
(Principal Accounting Officer and
Principal Financial Officer)
</TABLE>
II-9
<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).(6)
4(b)(4) --Form of Medium-Term Note, Series B (Floating Rate Extendible).(3)
4(b)(5) --Form of Floating Rate Note (LIBOR).(7)
4(b)(6) --Form of Floating Rate Note (CMT).(8)
4(b)(7) --Form of Note (Common-Linked Higher Income Participation
Securities).(8)
4(b)(8) --Form of Note (S&P 500 Linked Note).(9)
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.(10)
4(c)(5) --Form of Warrant Agreement relating to AMEX Hong Kong 30 Index Put
Warrants.(11)
4(c)(6) --Form of Warrant Agreement relating to the Japan Index Call
Warrants.(12)
4(c)(7) --Form of Warrant Agreement relating to the Japan Index Put
Warrants.(13)
4(c)(8) --Form of Warrant Agreement relating to the Japanese Yen Put
Warrants.(14)
4(c)(9) --Form of Warrant Agreement relating to Nikkei 225 Index Strike Reset
Call Warrants.(15)
4(c)(10) --Form of Warrant Agreement relating to Vantage Point Portfolio
Call Warrants.(16)
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.
<PAGE>
(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. 333-03685 on Form S-3.
(7) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-50393 on Form S-3.
(8) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-52701 on Form S-3.
(9) Incorporated by reference to Exhibit 2.3 to the registrant's
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on May 15, 1997.
(10) 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.
(11) 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.
(12) 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.
(13) 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.
(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 December 13, 1994.
(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 October 13, 1995.
(16) 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.
EXHIBIT 5
---------
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
212-310-8000
(FAX) 212-310-8007
July 14, 1997
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)(8) 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)(8) to the
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc.
July 14, 1997
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>
The Board of Directors
The Bear Stearns Companies Inc.
July 14, 1997
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,
/s/ WEIL, GOTSHAL & MANGES LLP
NYFS04...:\25\22625\0122\1324\LTR7037R.170
<TABLE>
<CAPTION>
EXHIBIT 12
THE BEAR STEARNS COMPANIES INC.
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(IN THOUSANDS, EXCEPT FOR RATIO)
(Unaudited) (Unaudited)
Nine Months Nine Months Fiscal Year Fiscal Year Fiscal Year Fiscal Year Fiscal Year
Ended Ended Ended Ended Ended Ended Ended
March 27, 1997 March 29, 1996 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 $ 744,847 $ 559,106 $ 834,926 $ 388,082 $ 642,799 $ 614,398 $ 507,625
---------- --------- --------- --------- --------- --------- ---------
Add: Fixed Charges
Interest 1,740,701 1,463,102 1,981,171 1,678,515 1,023,866 710,086 834,859
Interest factor
in rents 19,828 $ 19,301 25,672 24,594 21,772 20,084 20,874
---------- --------- --------- --------- --------- --------- ---------
Total fixed charges 1,760,529 1,482,403 2,006,843 1,703,109 1,045,638 730,170 855,733
---------- ---------- --------- --------- --------- --------- ---------
Earnings before fixed
charges, and provision
for income taxes $ 2,505,376 $2,041,509 $2,841,769 $2,091,191 $1,688,437 $1,344,568 $1,363,358
========== ========= ========= ========= ========= ========= =========
Ratio of earnings to
fixed charges 1.4 1.4 1.4 1.2 1.6 1.8 1.6
========== ========= ========= ========= ========= ========= =========
</TABLE>
1
NYFS04...:\25\22625\0110\6581\EXH7097M.190
EXHIBIT 23
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration Statement of
The Bear Stearns Companies Inc. on Form S-3 of our report 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
the Registration Statement.
/s/ Deloitte & Touche LLP
July 14, 1997
New York, New York
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>
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>
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 3RD day of JULY, 1997.
THE CHASE MANHATTAN BANK
By /s/ Anne G. Brenner
---------------------------
Anne G. Brenner
Vice President
- 3 -
<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 March 31, 1997, 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 ................................................ $11,721
Interest-bearing balances ........................................ 3,473
Securities: ..........................................................
Held to maturity securities............................................ 2,965
Available for sale securities.......................................... 35,903
Federal Funds sold and securities purchased under
agreements to resell ............................................. 24,025
Loans and lease financing receivables:
Loans and leases, net of unearned income $123,957
Less: Allowance for loan and lease losses 2,853
Less: Allocated transfer risk reserve ..... 13
--------
Loans and leases, net of unearned income,
allowance, and reserve ........................................... 121,091
Trading Assets ........................................................ 54,340
Premises and fixed assets (including capitalized
leases)................................................................ 2,875
Other real estate owned ............................................... 302
Investments in unconsolidated subsidiaries and
associated companies.............................................. 139
Customers' liability to this bank on acceptances
outstanding ...................................................... 2,270
Intangible assets ..................................................... 1,535
Other assets .......................................................... 10,283
------
TOTAL ASSETS .......................................................... $270,922
========
- 4 -
<PAGE>
LIABILITIES
Deposits
In domestic offices ........................................... $84,776
Noninterest-bearing ............................... $32,492
Interest-bearing .................................. 52,284
-------
In foreign offices, Edge and Agreement subsidiaries,
and IBF's ..................................................... 69,171
Noninterest-bearing ............................... $ 4,181
Interest-bearing .................................. 64,990
Federal funds purchased and securities sold under agree-
ments to repurchase ................................................ 32,885
Demand notes issued to the U.S. Treasury ........................... 1,000
Trading liabilities ................................................ 42,538
OtherBorrowed money (includes mortgage indebtedness and obligations
under calitalized leases):
With a remaining maturity of one year or less ................. 4,431
With a remaining maturity of more than one year ......... 466
Bank's liability on acceptances executed and outstanding 2,270
Subordinated notes and debentures .................................. 5,911
Other liabilities................................................... 11,575
TOTAL LIABILITIES................................................... 255,023
-------
EQUITY CAPITAL
Perpetual Preferred stock and related surplus 0
Common stock ....................................................... 1,211
Surplus (exclude all surplus related to preferred stock)........... 10,283
Undivided profits and capital reserves ............................. 4,941
Net unrealized holding gains (Losses)
on available-for-sale securities ................................... (552)
Cumulative foreign currency translation adjustments ................ 16
TOTAL EQUITY CAPITAL ............................................... 15,899
------
TOTAL LIABILITIES, LIMITED-LIFE PREFERRED
STOCK AND EQUITY CAPITAL ...................................... $270,922
==========
I, Joseph L. Sclafani, E.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 )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
- 5 -
