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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
THE BEAR STEARNS COMPANIES INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 13-3286161
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(State of Incorporation (I.R.S. Employer Identification No.)
or Organization)
245 PARK AVENUE, NEW YORK, NEW YORK
(212) 272-2000 10167
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(Address and Telephone Number of (Zip Code)
Principal Executive Offices)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instruction A(c)(1) please check the
following box. [x]
If this Form relates to the registration of a class of debt securities and is to
become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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S&P 500 LINKED NOTES DUE CHICAGO BOARD OPTIONS
MAY __, 2003 EXCHANGE, INC.
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
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(Title of Class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE
REGISTERED.
The Registrant hereby incorporates by reference the description of
the S&P 500 Linked Notes Due May ___, 2003 (the Notes") registered hereby as set
forth in the following documents previously filed or to be filed by the
Registrant with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the Securities Act"):
(1) the description set forth under the caption
"Description of Debt Securities," on pages 5 through 11 of the
Registrant's Registration Statement on Form S-3 (Registration No.
333-17985); and
(2) the description set forth under the caption "Description of the
Notes" in the final Prospectus Supplement relating to the Notes to be filed with
the Commission pursuant to Rule 424(b) under the Securities Act.
ITEM 2. EXHIBITS.
1.1 - Form of Indenture, dated as of May 31, 1991,
between The Bear Stearns Companies Inc. and The Chase Manhattan
Bank (formerly Chemical Bank and successor by merger to
Manufacturers Hanover Trust Company)(incorporated by reference to
Exhibit 4(a) to the Registrant's Registration Statement No. 333-
17985 on Form S-3).
1.2 - Form of S&P 500 Linked Note due May __, 2003.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro, Jr.
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Name: Samuel L. Molinaro, Jr.
Title: Chief Financial Officer and
Senior Vice President - Finance
Date: May 15, 1997
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EXHIBIT INDEX
1.1 - Form of Indenture, dated as of May 31, 1991,
between The Bear Stearns Companies Inc. and The Chase Manhattan
Bank (formerly Chemical Bank and successor by merger to
Manufacturers Hanover Trust Company)(incorporated by reference to
Exhibit 4(a) to the Registrant's Registration Statement No. 333-
17985 on Form S-3).
1.2 - Form of S&P 500 Linked Note due May __, 2003.
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UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO
THE NOMINEE OF THE DEPOSITARY, TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR
A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK
CORPORATION, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO.
OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
REGISTERED $[ ]
No. ____________ CUSIP #073902 BA 5
THE BEAR STEARNS COMPANIES INC.
S&P 500 LINKED NOTE DUE MAY ___, 2003
The Bear Stearns Companies Inc., a Delaware corporation (the
"Company" ), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal amount stated above (the "Principal Amount")
plus the Supplemental Redemption Amount (as defined below), if any, on May ___,
2003. Holders of the Notes (as defined below) will not be entitled to receive
periodic payments of interest on the Notes.
Payment to the holders of the Notes of the Principal Amount and the
Supplemental Redemption Amount will be made in immediately available funds at
the office or agency of the Trustee maintained for that purpose in the Borough
of Manhattan, The City of New York, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
Unless the certificate of authentication hereon has been executed by
The Chase Manhattan Bank (formerly known as Chemical Bank and successor by
merger to Manufacturers Hanover Trust Company), the
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Trustee under the Indenture, or its successor thereunder by the manual signature
of one of its authorized signatories, this Note shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: THE BEAR STEARNS COMPANIES INC.
By:____________________________
President
ATTEST:
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Secretary
[Corporate Seal]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:____________________________
Authorized Signatory
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[Reverse of Note]
THE BEAR STEARNS COMPANIES INC.
S&P 500 LINKED NOTE DUE MAY ___, 2003
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, all such Securities issued and to
be issued under the Indenture dated as of May 31, 1991 (herein called the
"Indenture") between the Company and The Chase Manhattan Bank (formerly known as
Chemical Bank and successor by merger to Manufacturers Hanover Trust Company),
as Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
limitations of rights thereunder of the Company, the Trustee and the Holders of
the Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered. As provided in the Indenture, Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest,
if any, at different rates, may be subject to different redemption provisions,
if any, may be subject to different repayment provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Note is one of a series of the Securities
designated as S&P 500 Linked Notes due May ___, 2003 (the "Notes"). The Notes
are unsecured and rank pari passu with all other unsecured and unsubordi-nated
indebtedness of the Company. The Notes do not bear periodic interest, are not
subject to a sinking fund, are not redeemable prior to maturity, and are not
subject to repayment at the option of the Holder.
Supplemental Redemption Amount
The "Supplemental Redemption Amount" with respect to this Security
equals:
Principal x Ending Index Value - Starting Index Value x [Participation
Amount -------------------------------------------- Rate]
Starting Index Value
provided, however, that in no event will the Supplemental Redemption
Amount be less than zero. The "Starting Index Value" equals [ ].
The "Ending Index Value" will be determined by Bear, Stearns & Co.
Inc. (the "Calculation Agent," which term includes any successor
thereto) and will equal the average (arithmetic mean) of the closing
values of the S&P 500 Composite Stock Price Index (the "Index")
determined on each of the first five Calculation Days (as defined
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below) during the Calculation Period (as defined below). If there are fewer than
five Calculation Days, then the Ending Index Value will equal the average
(arithmetic mean) of the closing values of the Index (the "Index Value") on such
Calculation Days, and if there is only one Calculation Day, then the Ending
Index Value will equal the Index Value on such Calculation Day. If no
Calculation Days occur during the Calculation Period because of Market
Disruption Events (as defined below), then the Ending Index Value will equal the
Index Value determined on the last scheduled Business Day (as defined below) in
the Calculation Period, regardless of the occurrence of a Market Disruption
Event on such day. "Calculation Period" means the period from and including the
seventh scheduled Business Day prior to the maturity date to and including the
second scheduled Business Day prior to the maturity date. "Calculation Day"
means any Business Day during the Calculation Period on which a Market
Disruption Event has not occurred. For purposes of determining the Ending Index
Value, a "Business Day" is a day on which the New York Stock Exchange and the
American Stock Exchange are open for trading and the Index or any Successor
Index (as defined below) is calculated and published. All determinations made by
the Calculation Agent shall be at the sole discretion of the Calculation Agent
and, absent a determination by the Calculation Agent of a manifest error, shall
be conclusive for all purposes and binding on the Company and Holders of the
Securities.
Adjustments to the Index; Market Disruption Events
If at any time the method of calculating the Index or a Successor
Index, or the value thereof, is changed in any material respect, or if the Index
or a Successor Index is in any other way modified so that such index does not,
in the opinion of the Calculation Agent, fairly represent the value of the Index
or such Successor Index had such changes or modifications not been made, then,
from and after such time, the Calculation Agent shall, at the close of business
in New York, New York, on each Calculation Day, make such calculations and
adjustments as, in the good faith judgment of the Calculation Agent, may be
necessary in order to arrive at a value of a stock index comparable to the Index
as if such changes or modifications had not been made, and calculate the Index
Value with reference to the Index or such Successor Index, as adjusted.
Accordingly, if the method of calculating the Index or a Successor Index is
modified so that the value of such index is a fraction or a multiple of what it
would have been if it had not been modified (e.g., due to a split in the index),
then the Calculation Agent shall adjust such index in order to arrive at a value
of the Index or such Successor Index as if it had not been modified (e.g., as if
such split had not occurred).
"Market Disruption Event" means either of the following events, as
determined by the Calculation Agent:
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(i) the suspension or material limitation (limitations pursuant to
New York Stock Exchange Rule 80A (or any applicable rule or regulation enacted
or promulgated by the New York Stock Exchange or any other self-regulatory
organization or the Securities and Exchange Commission of similar scope as
determined by the Calculation Agent) on trading during significant market
fluctuations shall be considered "material" for purposes of this definition), in
each case, for more than two hours of trading, in 100 or more of the securities
included in the Index, or
(ii) the suspension or material limitation, in each case, for more
than two hours of trading (whether by reason of movements in price otherwise
exceeding levels permitted by the relevant exchange or otherwise) in (A) futures
contracts related to the Index which are traded on the Chicago Mercantile
Exchange or (B) option contracts related to the Index which are traded on the
Chicago Board Options Exchange, Inc.
For the purposes of this definition, a limitation on the hours in a trading day
and/or number of days of trading will not constitute a Market Disruption Event
if it results from an announced change in the regular hours of the relevant
exchange.
Discontinuance of the Index
If Standard & Poor's ("S&P") discontinues publication of the Index
and S&P or another entity publishes a successor or substitute index that the
Calculation Agent determines, in its sole discretion, to be comparable to such
Index (any such index being referred to hereinafter as a "Successor Index"),
then the relevant Index Value shall be determined by reference to the value of
such Successor Index at the close of trading on the relevant exchange or market
for the Successor Index on the applicable Calculation Day. Upon any selection by
the Calculation Agent of a Successor Index, the Company shall cause written
notice thereof to be furnished to the Trustee and to Holders of the Notes.
If S&P discontinues publication of the Index prior to, and such
discontinuance is continuing on, any Calculation Day and the Calculation Agent
determines that no Successor Index is available at such time, then on such
Calculation Day, the Calculation Agent shall determine the Index Value on such
Calculation Day. The Index Value shall be computed by the Calculation Agent in
accordance with the formula for and method of calculating the Index last in
effect prior to such discontinuance, using the closing price (or, if trading in
the relevant securities has been materially suspended or materially limited, its
good faith estimate of the closing price that would have prevailed but for such
suspension or limitation) on such Calculation Day of each security most recently
comprising the Index. Notwithstanding these alternative arrangements,
discontinuance of the
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publication of the Index may adversely affect the value of the Securities. If a
Successor Index is selected or the Calculation Agent calculates a value as a
substitute for the Index, such Successor Index or value shall be substituted for
the Index for all purposes, including for purposes of determining whether a
Market Disruption Event exists.
General
The Securities are not subject to redemption by the Company or at
the option of the Holder prior to maturity and are not subject to the
satisfaction, discharge and defeasance provisions of the Indenture.
If an Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare that the Notes may be accelerated, and the
amount payable to a Holder of this Note upon any acceleration permitted by the
Notes, with respect to each $4 principal amount thereof, will be equal to (i)
$4, plus (ii) a Supplemental Redemption Amount calculated as though the date of
early repayment were the maturity date of the Notes.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of each series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent or waiver is made upon this Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the Principal Amount plus the Supplemental Redemption
Amount, if any, with respect to this Note at the time, place, and rate, and in
the coin or currency, herein prescribed.
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As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, and this Note duly executed by,
the Holder hereof or by his attorney duly authorized in writing and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $4 and integral multiples thereof. As provided in the Indenture
and subject to certain limitations therein set forth, this Note is exchangeable
for a like aggregate principal amount of Notes of different authorized
denominations as requested by the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to the due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice of the contrary.
All capitalized terms used in this Note and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ___________________ Custodian ___________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
__________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
__________________
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
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PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE
OF ASSIGNEE
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the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
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- ------------------------------------------------------ Attorney to
transfer said Note on the books of the Company, with full power of substitution
in the premises.
Dated: ___________________________________
________________________________
(Signature Guarantee)
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