<PAGE>
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-42295
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED DECEMBER 30, 1997)
4,000,000 SHARES
THE BEAR STEARNS COMPANIES INC.
DEPOSITARY SHARES
EACH REPRESENTING A ONE-FOURTH INTEREST IN A SHARE OF
5.72% CUMULATIVE PREFERRED STOCK, SERIES F
---------------------
Each of the 4,000,000 Depositary Shares offered hereby (the "Depositary
Shares") represents a one-fourth interest in a share of 5.72% Cumulative
Preferred Stock, Series F, liquidation preference $200 per share (the "Series F
Preferred Stock"), of The Bear Stearns Companies Inc. (the "Company") deposited
with the Depositary (as defined herein) and entitles the holder to all
proportional rights and preferences of the Series F Preferred Stock (including
dividend, voting, redemption and liquidation rights). No shares of Series F
Preferred Stock are convertible into Common Stock (as defined herein). The
proportionate liquidation preference of each Depositary Share is $50. See
"Certain Terms of the Depositary Shares."
Dividends on the Series F Preferred Stock are cumulative from the date of
issue and are payable quarterly, in cash, when, as and if declared by the Board
of Directors of the Company, commencing July 15, 1998. The amount of dividends
payable in respect of the Series F Preferred Stock will be adjusted in the event
of certain amendments to the Internal Revenue Code of 1986, as amended, in
respect of the dividends-received deduction. See "Certain Terms of the Series F
Preferred Stock--Dividends and Distributions."
The Series F Preferred Stock may not be redeemed prior to April 15, 2008.
The Series F Preferred Stock will be redeemable as provided herein at the option
of the Company at any time on or after April 15, 2008, in whole or in part, at a
redemption price of $200 per share (equivalent to $50 per Depositary Share),
plus accrued but unpaid dividends to the redemption date.
Application will be made to list the Depositary Shares on the New York Stock
Exchange (the "NYSE"). Trading of the Depositary Shares on the NYSE is expected
to commence within a 30-day period after the initial delivery of the Depositary
Shares. The shares of Series F Preferred Stock represented by the Depositary
Shares will not be so listed, and the Company does not expect that there will be
any trading market for the Series F Preferred Stock except as represented by the
Depositary Shares.
--------------------------
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 SUPPLEMENT, ANY SUPPLEMENT HERETO OR THE
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
<S> <C> <C> <C>
Per Depositary Share............................ $50.00 $1.00 $49.00
Total........................................... $200,000,000 $4,000,000 $196,000,000
</TABLE>
(1) Plus accrued dividends, if any, from the date of issue.
(2) The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933, as
amended. See "Underwriting."
(3) Before deducting expenses payable by the Company estimated at $200,000.
------------------------------
The Depositary Shares are offered by the several Underwriters, subject to
prior sale, when, as and if issued to and accepted by them, and subject to
approval of certain legal matters by counsel. The Underwriters reserve the right
to withdraw, cancel or modify the offer and to reject orders in whole or in
part. It is expected that delivery of Depositary Receipts (as defined herein)
evidencing the Depositary Shares will be made against payment therefor in New
York, New York on or about April 21, 1998.
Following the initial offering of the Depositary Shares and subject to
obtaining the approval of the NYSE, Bear, Stearns & Co. Inc., a wholly-owned
subsidiary of the Company, expects to offer and sell previously issued
Depositary Shares in the course of its business as a broker-dealer. Bear,
Stearns & Co. Inc. may act as principal or agent in, and this Prospectus
Supplement may be used by Bear, Stearns & Co. Inc. in connection with, those
transactions. Sales will be made at varying prices related to prevailing market
prices at the time of sale.
--------------------------
BEAR, STEARNS & CO. INC.
BT ALEX. BROWN
CHASE SECURITIES INC.
LEHMAN BROTHERS
NATIONSBANC MONTGOMERY
SECURITIES LLC
SALOMON SMITH BARNEY
APRIL 16, 1998
<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" IN THE ACCOMPANYING PROSPECTUS.
------------------------
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 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, Lugano and Shanghai; through international subsidiaries in Buenos Aires,
Dublin, Hong Kong, London, Paris, Sao Paulo, Singapore and Tokyo; and through
joint ventures with other firms in Belgium, Madrid, Paris and the Philippines.
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,
located in Princeton, New Jersey.
Bear Stearns and BSSC are broker-dealers registered with the Securities and
Exchange 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.
CERTAIN TERMS OF THE DEPOSITARY SHARES
The following summary description of the Depositary Shares offered hereby
supplements the description of the terms of the Depositary Shares set forth
under the heading "Description of Depositary Shares" in the accompanying
Prospectus, to which description reference is hereby made. The summary
description of the Depositary Shares set forth below does not purport to be
complete and is subject to and qualified in its entirety by reference to the
Deposit Agreement referred to below, the form of which (including the form of
Depositary Receipt (as defined below)) is filed as an exhibit or incorporated by
reference in the Registration Statement of which this Prospectus Supplement
forms a part.
Each Depositary Share represents a one-fourth interest in a share of Series
F Preferred Stock. The shares of Series F Preferred Stock underlying the
Depositary Shares will be deposited with ChaseMellon Shareholder Services,
L.L.C., as Depositary (the "Depositary"), under a Deposit Agreement (the
"Deposit Agreement") among the Company, the Depositary and the holders from time
to time of the depositary
S-2
<PAGE>
receipts issued by the Depositary thereunder (the "Depositary Receipts"). The
Depositary Receipts so issued will evidence the Depositary Shares and will be
eligible for book-entry trading through the facilities of The Depository Trust
Company. Subject to the terms of the Deposit Agreement, each owner of a
Depositary Share will be entitled through the Depositary, in proportion to the
one-fourth interest in a share of Series F Preferred Stock underlying such
Depositary Share, to all rights and preferences of a share of Series F Preferred
Stock (including dividend, voting, redemption and liquidation rights). Since
each share of Series F Preferred Stock entitles the holder thereof to one vote
on all matters on which the Series F Preferred Stock is entitled to vote, each
Depositary Share will, in effect, entitle the holder thereof to one-fourth of a
vote thereon, rather than one full vote. The Company does not expect that there
will be any trading market for the Series F Preferred Stock except as
represented by the Depositary Shares. The principal office of the Depositary is
currently located at 450 West 33rd Street, New York, New York 10001. See
"Certain Terms of the Series F Preferred Stock--Voting Rights" below, and
"Description of Preferred Stock--Voting Rights," "Description of Depositary
Shares" and "Book-Entry Procedures and Settlement" in the accompanying
Prospectus.
ChaseMellon Shareholder Services, L.L.C. will be the transfer agent and
registrar for the Depositary Shares.
CERTAIN TERMS OF THE SERIES F PREFERRED STOCK
The following description of certain terms of the Series F Preferred Stock
supplements the description of the general terms and provisions of the preferred
stock of the Company set forth under the heading "Description of Preferred
Stock" in the accompanying Prospectus. The Series F Preferred Stock is a series
of the preferred stock, $1.00 par value, of the Company (the "Preferred Stock"),
which Preferred Stock may be issued from time to time in one or more series with
such rights, preferences and limitations as are determined by the Company's
Board of Directors (the "Board of Directors") or a duly authorized committee
thereof. The description of certain provisions of the Series F Preferred Stock
set forth below does not purport to be complete and is subject to and qualified
in its entirety by reference to the Certificate of Designations relating to the
Series F Preferred Stock.
GENERAL
The Series F Preferred Stock on the date of original issue will rank on a
parity as to payment of dividends and distribution of assets upon dissolution,
liquidation or winding up of the Company with each other outstanding series of
Preferred Stock. See "Description of Preferred Stock" in the accompanying
Prospectus. The Series F Preferred Stock will rank prior to the Company's Common
Stock, $1.00 par value (the "Common Stock"). No shares of Series F Preferred
Stock are convertible into Common Stock.
The Company is authorized by its Certificate of Incorporation to issue up to
10,000,000 shares of Preferred Stock, which may be issued from time to time in
one or more series and, subject to the provisions of the Certificate of
Incorporation applicable to all series of Preferred Stock, shall have such
designations, voting powers, preferences and relative, participating, optional
or other special rights, and qualifications, limitations or restrictions
thereof, as shall be stated in the resolution or resolutions providing for the
issuance thereof adopted by the Board of Directors or a duly authorized
committee thereof. As of the date of this Prospectus Supplement, there were
outstanding 479,250 shares of the Company's Adjustable Rate Cumulative Preferred
Stock, Series A (liquidation preference $50 per share), 937,500 shares of the
Company's Cumulative Preferred Stock, Series B (liquidation preference $200 per
share and which series the Company has called for redemption to be effective May
5, 1998), 500,000 shares of the Company's Cumulative Preferred Stock, Series C
(liquidation preference $200 per share) and 1,125,000 shares of the Company's
Cumulative Preferred Stock, Series E (liquidation preference $200 per share).
See "Description of Preferred Stock--General" in the accompanying Prospectus.
S-3
<PAGE>
DIVIDENDS AND DISTRIBUTIONS
The holders of shares of Series F Preferred Stock will be entitled to
receive, when, as and if declared by the Board of Directors out of assets of the
Company legally available for the payment of dividends, cumulative cash
dividends at the annual rate of 5.72% of the liquidation preference per share of
Series F Preferred Stock (equivalent to $11.44 per annum per share of Series F
Preferred Stock and $2.86 per annum per Depositary Share), and no more, in equal
quarterly payments (rounded down to the nearest cent) on January 15, April 15,
July 15 and October 15 of each year, commencing on July 15, 1998. See
"Description of Depositary Shares--Dividends and Other Distributions" in the
accompanying Prospectus regarding the deferral of distributions of amounts that
are fractions of one cent. Dividends will be payable to the holders of record at
the close of business on such date, no less than 15 days nor more than 60 days
prior to a dividend payment date, as may be determined by the Board of Directors
or a duly authorized committee thereof. The record date for the first dividend
payable on July 15, 1998 will be June 30, 1998.
Dividends payable on the Series F Preferred Stock will begin to accrue and
be cumulative from the date of original issue. The amount of dividends payable
for any period shorter than a full quarterly dividend period will be determined
on the basis of twelve 30-day months and a 360-day year. Accrued but unpaid
dividends will not bear interest. Dividends paid on the shares of Series F
Preferred Stock in an amount less than the total amount of such dividends at the
time accrued and payable will be allocated pro rata on a share-by-share basis
among all such shares at the time outstanding.
Whenever quarterly dividends payable on shares of Series F Preferred Stock
are in arrears, thereafter and until all accrued but unpaid dividends, whether
or not declared, on the outstanding shares of Series F Preferred Stock have been
paid in full or declared and set apart for payment, the Company will not: (i)
declare or pay dividends, or make any other distribution, on any shares of
Common Stock or other capital stock ranking junior (either as to payment of
dividends or distribution of assets upon liquidation, dissolution or winding up)
to the Series F Preferred Stock ("Junior Stock"), other than dividends or
distributions payable in Junior Stock; (ii) declare or pay dividends, or make
any other distributions, on any shares of capital stock ranking on a parity
(either as to payment of dividends or distribution of assets upon liquidation,
dissolution or winding up) with the Series F Preferred Stock ("Parity Stock"),
other than dividends or distributions payable in Junior Stock, and other than
dividends paid ratably on the Series F Preferred Stock and all Parity Stock on
which dividends are payable or in arrears, in proportion to the total amounts to
which the holders of all such shares are then entitled; (iii) redeem or purchase
or otherwise acquire for consideration any shares of Junior Stock, provided that
the Company may at any time redeem, purchase or otherwise acquire any shares of
Junior Stock in exchange for shares of Junior Stock; or (iv) redeem or purchase
or otherwise acquire for consideration any shares of Series F Preferred Stock or
Parity Stock, except in accordance with a purchase offer made in writing or by
publication (as determined by the Board of Directors) to all holders of such
shares upon such terms as the Board of Directors, after consideration of the
respective annual dividend rates and other relative rights and preferences of
the respective series and classes, shall determine in good faith will result in
fair and equitable treatment among the respective series or classes. See
"Description of Preferred Stock--Dividends" in the accompanying Prospectus.
If, prior to 18 months after the date of the original issuance of the Series
F Preferred Stock, one or more amendments to the Internal Revenue Code of 1986,
as amended (the "Code"), are enacted that reduce the percentage of the
dividends-received deduction for certain corporations (currently 70%) as
specified in section 243(a)(1) of the Code or any successor provision (the
"Dividends-Received Percentage"), certain adjustments may be made in respect of
the dividends payable by the Company, and Post Declaration Date Dividends and
Retroactive Dividends (as such terms are defined below) may become payable, as
described below.
The amount of each dividend payable (if declared) per share of Series F
Preferred Stock for dividend payments made on or after the effective date of
such change in the Code shall be adjusted by multiplying
S-4
<PAGE>
the amount of the dividend payable described above (before adjustment) by the
following fraction (the "DRD Formula"), and rounding the result to the nearest
cent (with one-half cent rounded up):
1 - .35 (1 - .70)
-------------------
1 - .35 (1 - DRP)
For the purposes of the DRD Formula, "DRP" means the Dividends-Received
Percentage (expressed as a decimal) applicable to the dividend in question;
provided, however, that if the Dividends-Received Percentage applicable to the
dividend in question shall be less than 50%, then the DRP shall equal .50. No
amendment to the Code, other than a change in the percentage of the
dividends-received deduction set forth in section 243(a)(1) of the Code or any
successor provision thereto, will give rise to an adjustment. Notwithstanding
the foregoing provisions, if, with respect to any such amendment, the Company
receives either an unqualified opinion of nationally recognized independent tax
counsel selected by the Company or a private letter ruling or similar form of
authorization from the Internal Revenue Service ("IRS") to the effect that such
amendment does not apply to a dividend payable on the Series F Preferred Stock,
then such amendment will not result in the adjustment provided for pursuant to
the DRD Formula with respect to such dividend. The opinion referenced in the
previous sentence shall be based upon the legislation amending or establishing
the DRP or upon a published pronouncement of the IRS addressing such
legislation. The Company's calculation of the dividends payable, as so adjusted
and as certified accurate as to calculation and reasonable as to method by the
independent certified public accountants then regularly engaged by the Company,
shall be final and not subject to review absent manifest error.
Notwithstanding the foregoing, if any such amendment to the Code is enacted
after the dividend payable on a dividend payment date has been declared, the
amount of the dividend payable on such dividend payment date will not be
increased; instead, additional dividends (the "Post Declaration Date Dividends")
equal to the excess, if any, of (x) the product of the dividend paid by the
Company on such dividend payment date and the DRD Formula (where the DRP used in
the DRD Formula would be equal to the greater of the Dividend-Received
Percentage applicable to the dividend in question and .50) over (y) the dividend
paid by the Company on such dividend payment date, shall be payable (if
declared) to holders of Series F Preferred Stock on the record date applicable
to the next succeeding dividend payment date or, if the Series F Preferred Stock
is called for redemption prior to such record date, to holders of Series F
Preferred Stock on the applicable redemption date, as the case may be, in
addition to any other amounts payable on such date.
If any such amendment to the Code is enacted and the reduction in the
Dividends-Received Percentage retroactively applies to a dividend payment date
as to which the Company previously paid dividends on the Series F Preferred
Stock (each, an "Affected Dividend Payment Date"), the Company will pay (if
declared) additional dividends (the "Retroactive Dividends") to holders of
Series F Preferred Stock on the record date applicable to the next succeeding
dividend payment date (or, if such amendment is enacted after the dividend
payable on such dividend payment date has been declared, to holders of Series F
Preferred Stock on the record date following the date of enactment) or, if the
Series F Preferred Stock is called for redemption prior to such record date, to
holders of Series F Preferred Stock on the applicable redemption date, as the
case may be, in an amount equal to the excess of (x) the product of the dividend
paid by the Company on each Affected Dividend Payment Date and the DRD Formula
(where the DRP used in the DRD Formula would be equal to the greater of the
Dividends-Received Percentage and .50 applied to each Affected Dividend Payment
Date) over (y) the sum of the dividend paid by the Company on each Affected
Dividend Payment Date. The Company shall only make one payment of Retroactive
Dividends for any such amendment. Notwithstanding the foregoing provisions, if,
with respect to any such amendment, the Company receives either an unqualified
opinion of nationally recognized independent tax counsel selected by the Company
or a private letter ruling or similar form of authorization from the IRS to the
effect that such amendment does not apply to a dividend payable on an Affected
Dividend Payment Date for the Series F Preferred Stock, then such amendment will
not result in the
S-5
<PAGE>
payment of Retroactive Dividends with respect to such Affected Dividend Payment
Date. The opinion referenced in the previous sentence shall be based upon the
legislation amending or establishing the DRP or upon a published pronouncement
of the IRS addressing such legislation.
Notwithstanding the foregoing, no adjustment in the dividends payable by the
Company shall be made, and no Post Declaration Date Dividends or Retroactive
Dividends shall be payable by the Company, in respect of the enactment of any
amendment to the Code 18 months or more after the date of original issuance of
the Series F Preferred Stock that reduces the Dividends-Received Percentage.
In the event that the amount of dividends payable per share of the Series F
Preferred Stock is adjusted pursuant to the DRD Formula and/or Post Declaration
Date Dividends or Retroactive Dividends are to be paid, the Company will give
notice of such adjustment, and if applicable, any Post-Declaration Date
Dividends and Retroactive Dividends to the holders of Series F Preferred Stock.
LIQUIDATION RIGHTS
Upon any liquidation, dissolution or winding up of the Company, no
distribution will be made (i) to the holders of shares of Junior Stock, unless,
prior thereto, the holders of shares of Series F Preferred Stock shall have
received $200 per share (equivalent to $50 per Depositary Share), plus an amount
per share equal to all accrued but unpaid dividends thereon, whether or not
declared, to the date of such payment or (ii) to the holders of shares of Parity
Stock, except distributions made ratably on the Series F Preferred Stock and all
such Parity Stock in proportion to the total amounts to which the holders of all
such shares are entitled upon such liquidation, dissolution or winding up. After
payment of the full amount of the liquidating distribution to which holders of
the Series F Preferred Stock are entitled, such holders will have no right or
claim to any of the remaining assets of the Company. See "Description of
Preferred Stock--Liquidation Rights" in the accompanying Prospectus.
Neither the consolidation, merger or other business combination of the
Company with or into any other individual, firm, corporation or other entity nor
the sale, lease, exchange or conveyance of all or any part of the property,
assets or business of the Company will be deemed to be a liquidation,
dissolution or winding up of the Company.
REDEMPTION
The shares of the Series F Preferred Stock may not be redeemed by the
Company prior to April 15, 2008. The Company, at its option, may redeem shares
of Series F Preferred Stock, as a whole or in part, at any time or from time to
time on or after April 15, 2008, at a price of $200 per share ($50 per
Depositary Share), plus an amount per share equal to all accrued but unpaid
dividends thereon, whether or not declared, to the date fixed for redemption.
See "Description of Preferred Stock--Redemption" in the accompanying Prospectus.
VOTING RIGHTS
Holders of the Series F Preferred Stock will have no voting rights except as
set forth below or as otherwise from time to time required by law.
Whenever dividends payable on the shares of Series F Preferred Stock or any
other class or series of stock ranking on a parity with the Series F Preferred
Stock with respect to the payment of dividends shall be in arrears for dividend
periods, whether or not consecutive, containing in the aggregate a number of
days equivalent to six calendar quarters, the holders of outstanding shares of
Series F Preferred Stock (voting together as a class with all other series of
Preferred Stock upon which like voting rights have been conferred and are
exercisable) (collectively, the "Defaulted Preferred Stock") will be entitled to
vote for the election of two additional directors of the Company (the "Special
Election Right") at the next annual meeting of stockholders and at each
subsequent meeting until all dividends accumulated on the Series F
S-6
<PAGE>
Preferred Stock have been fully paid or set apart for payment. The term of
office of all directors elected by the holders of shares of Series F Preferred
Stock shall terminate immediately upon the termination of the right of the
holders of the Series F Preferred Stock to vote for directors. Whenever the
shares of Series F Preferred Stock become entitled to vote, each holder of the
Series F Preferred Stock will have one vote for each share held.
The Special Election Right also may be exercised at any special meeting of
the holders of the Defaulted Preferred Stock called for that purpose or at any
adjournment thereof, or by the written consent, delivered to the Secretary of
the Company, of the holders of a majority of all outstanding shares of Defaulted
Preferred Stock. So long as the Special Election Right continues, the Secretary
of the Company may call, and within 30 days after delivery to the Secretary, at
the principal office of the Company, of a written request from the holders of a
majority of the outstanding shares of Defaulted Preferred Stock will be required
to call, a special meeting of the holders of such shares for the purpose of
exercising the Special Election Right; provided, however, that no such special
meeting or adjournment therof shall be held on a date less than 30 days before
an annual meeting of stockholders or any special meeting in lieu thereof.
If a vacancy occurs among the directors elected by the holders of the
Defaulted Preferred Stock as a class, the remaining director who has been so
elected may appoint a successor to hold office for the unexpired portion of the
term of the director whose place is vacant. If both directors so elected cease
to serve as directors before their terms expire, the holders of the Defaulted
Preferred Stock then outstanding and entitled to vote for such directors may, by
written consent as described above, or at a special meeting of such holders
called as described above, elect successors, to hold office for the unexpired
portion of the terms of the directors whose places are vacant.
So long as any shares of Series F Preferred Stock remain outstanding, the
Company shall not, without the consent of the holders of at least two-thirds of
the shares of Series F Preferred Stock outstanding at the time (voting together
as a class with all other series of Preferred Stock upon which like voting
rights have been conferred and are exercisable), (i) issue or increase the
authorized amount of any class or series ranking senior to the Series F
Preferred Stock as to dividends or upon liquidation, dissolution or winding up,
or (ii) amend, alter or repeal the provisions of the Company's Certificate of
Incorporation or the resolutions contained in the Certificate of Designations,
whether by merger, consolidation or otherwise, so as to materially and adversely
affect any power, preference or special right of the shares of Series F
Preferred Stock or of the holders thereof; provided, however, that any increase
in the amount of authorized Common Stock or authorized Preferred Stock, any
increase or decrease in the number of shares of any series of Preferred Stock or
the creation and issuance of Common Stock or other series of Preferred Stock, in
each case ranking on a parity with or junior to the shares of Series F Preferred
Stock as to dividends and upon liquidation, dissolution or winding up, shall not
be deemed to materially and adversely affect the powers, preferences or special
rights of the shares of Series F Preferred Stock.
The foregoing voting provisions shall not apply if, at or prior to the time
when the act with respect to which such vote would otherwise be required shall
be effected, all outstanding shares of Series F Preferred Stock shall have been
redeemed or called for redemption and sufficient funds shall have been deposited
in trust to effect such a redemption. See "Description of Preferred
Stock--Voting Rights" in the accompanying Prospectus.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the Depositary Shares will be treated for Federal income tax
purposes as if they were owners of the Series F Preferred Stock represented by
such Depositary Shares.
S-7
<PAGE>
UNDERWRITING
Subject to the terms and conditions set forth in an underwriting agreement
(the "Underwriting Agreement") among the Company and the Underwriters named
below (the "Underwriters"), the Company has agreed to sell to each of the
Underwriters, and each of the Underwriters has severally agreed to purchase from
the Company, the number of Depositary Shares, each representing a one-fourth
interest in a share of Series F Preferred Stock, set forth opposite its name
below.
<TABLE>
<CAPTION>
NUMBER OF
DEPOSITARY
UNDERWRITER SHARES
----------
<S> <C>
Bear, Stearns & Co. Inc.......................................................... 667,000
BT Alex. Brown Incorporated...................................................... 666,600
Chase Securities Inc. ........................................................... 666,600
Lehman Brothers Inc.............................................................. 666,600
NationsBanc Montgomery Securities LLC ........................................... 666,600
Salomon Brothers Inc............................................................. 666,600
----------
Total...................................................................... 4,000,000
----------
----------
</TABLE>
The Company has been advised by the Underwriters that the Underwriters
propose initially to offer the Depositary Shares to the public at the public
offering price set forth on the cover page of this Prospectus Supplement and to
certain dealers at such price less a concession not in excess of $0.60 per
share. The Underwriters may allow, and such dealers may reallow, a concession to
certain other dealers not in excess of $0.30 per share. After the initial public
offering, the public offering price and such concessions may be changed from
time to time.
The Underwriting Agreement provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933, as amended, or contribute to payments the Underwriters
may be required to make in respect thereof.
The Underwriting Agreement provides that the obligations of the Underwriters
are subject to certain conditions precedent and that the Underwriters will
purchase all of the Depositary Shares if any are purchased.
Bear Stearns, a wholly-owned subsidiary of the Company, has committed to
purchase from the Company 16.675% of the aggregate number of the Depositary
Shares being underwritten by the Underwriters, on the same basis as the other
Underwriters. To the extent that part or all of the Depositary Shares so
purchased by Bear Stearns are not resold by it at the initial offering price,
the funds derived from this offering by the Company and its subsidiaries on a
consolidated basis may be reduced, since the Company and its subsidiaries will
not derive any additional funds from Depositary Shares purchased by Bear Stearns
and not resold. Bear Stearns intends to resell any Depositary Shares that it is
unable to resell from time to time, at prevailing market prices, subject to
applicable prospectus delivery requirements.
Certain of the Underwriters and their affiliates engage from time to time in
general financing and banking transactions with, and serve as financial advisors
to, the Company and its affiliates.
Because Bear Stearns is a wholly owned subsidiary of the Company, each
distribution of Depositary Shares will conform to the requirements set forth in
Rule 2720 of the NASD Conduct Rules.
In order to facilitate the offering, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise affect
the price of the Depositary Shares during and after the offering. Specifically,
the Underwriters may over-allot or otherwise create a short position in the
Depositary Shares for their own account by selling more Depositary Shares than
have been sold to them by the Company. The Underwriters may elect to cover any
such short position by purchasing Depositary Shares in the open market. In
addition, such persons may stabilize or maintain the price of the Depositary
S-8
<PAGE>
Shares by bidding for or purchasing Depositary Shares 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
Depositary Shares 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 Depositary
Shares 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 the Depositary
Shares 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.
Following the initial distribution of the Depositary Shares, application
will be made to list the Depositary Shares on the NYSE. Trading of the
Depositary Shares on the NYSE is expected to commence within a 30-day period
after the intial delivery of the Depositary Shares.
VALIDITY OF THE SECURITIES
The validity of the Series F Preferred Stock will be passed upon for the
Company by Weil, Gotshal & Manges LLP, New York, New York and for the
Underwriters by Kramer, Levin, Naftalis & Frankel, New York, New York.
S-9
<PAGE>
PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
PREFERRED STOCK
----------------
The Bear Stearns Companies Inc. (the "Company") may issue from time to time
in one or more series its Preferred Stock, $1.00 par value, with an aggregate
initial public offering price not to exceed $650,000,000 (the "Preferred
Stock"). The Preferred Stock may be issued in amounts, at prices and on other
terms to be determined in light of market conditions at the time of sale.
Information relating to the specific number of shares, title, stated value and
liquidation preference of each share, issuance price, dividend rate or method of
calculation, dividend periods, dividend payment dates, any redemption or sinking
fund provisions, whether fractional interests in shares of Preferred Stock will
be offered through depositary arrangements, any national securities exchange or
other trading market on which the Preferred Stock may be listed or registered
and other specific terms of each series of Preferred Stock in respect of which
this Prospectus is being delivered shall be set forth in an accompanying
Prospectus Supplement (the "Prospectus Supplement").
------------------------
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 Preferred Stock may be offered through dealers, through underwriters or
through agents designated from time to time, as set forth in the accompanying
Prospectus Supplement. Any such underwriters (and any representative thereof),
dealers or agents may include Bear, Stearns & Co. Inc., a wholly owned
subsidiary of the Company ("Bear Stearns"). 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.
Following the initial distribution of a series of Preferred Stock and
subject to obtaining the approval of the New York Stock Exchange, Inc., Bear
Stearns may offer and sell previously issued shares of such series of Preferred
Stock in the course of its business as a broker-dealer. Bear Stearns may act as
principal or agent in such transactions. This Prospectus and the accompanying
Prospectus Supplement may be used by Bear Stearns in connection with such
transactions. Such sales, if any, will be made at varying prices related to
prevailing market prices at the time of sale.
------------------------
BEAR, STEARNS & CO. INC.
December 30, 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, 5000 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 Preferred
Stock. Statements contained herein concerning the provisions of any document are
not necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety by
such reference.
2
<PAGE>
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, 1997 (the "1997 Form
10-K"), (ii) the Quarterly Report on Form 10-Q for the quarter ended September
26, 1997, and (iii) the Current Reports on Form 8-K, dated July 29, 1997, August
13, 1997, October 14, 1997 and October 28, 1997. All documents filed by the
Company pursuant to Section 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 Preferred Stock shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of such person, a
copy of any or all documents incorporated by reference into this Prospectus
except the exhibits to such documents (unless such exhibits are specifically
incorporated by reference in such documents). Requests for such copies should be
directed to Corporate Communications Department, The Bear Stearns Companies
Inc., 245 Park Avenue, New York, New York 10167; telephone number (212)
272-2000.
------------------------
3
<PAGE>
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, Lugano and Shanghai; through international subsidiaries in Buenos Aires,
Dublin, Hong Kong, London, Paris, Sao Paulo, Singapore and Tokyo; and through
joint ventures with other firms in Belgium, Madrid, Paris and the Philippines.
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,
located in Princeton, New Jersey.
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 each series of
Preferred Stock 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 COMBINED FIXED CHARGES AND PREFERRED DIVIDENDS
The ratio of earnings to combined fixed charges and preferred dividends was
1.3 for the three months ended September 26, 1997 and 1.4, 1.4, 1.2, 1.6 and 1.8
for the fiscal years ended June 30, 1997, 1996, 1995, 1994 and 1993,
respectively. These ratios were calculated by dividing the sum of fixed charges
and preferred dividends 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. Preferred dividends represent the pre-tax earnings
necessary to cover the dividends on the Company's preferred stock assuming such
earnings are taxed at the Company's consolidated effective tax rate.
4
<PAGE>
DESCRIPTION OF PREFERRED STOCK
The following description of the terms of the Preferred Stock sets forth
certain general terms and provisions of the Preferred Stock to which any
Prospectus Supplement may relate. The particular terms of the Preferred Stock
offered by any Prospectus Supplement and the extent, if any, to which such
general terms do not apply to such Preferred Stock will be described in such
Prospectus Supplement. The description of the terms of the Preferred Stock set
forth below and in any Prospectus Supplement does not purport to be complete and
is subject to and qualified in its entirety by reference to the Company's
Certificate of Incorporation, as amended (the "Certificate of Incorporation"),
including the Certificate of Designations (the "Certificate of Designations")
relating to the applicable series of Preferred Stock. The Certificate of
Incorporation and any such Certificate of Designations are filed as exhibits to
or will be incorporated by reference in the Registration Statement of which this
Prospectus forms a part.
GENERAL
The Company is authorized by its Certificate of Incorporation to issue
10,000,000 shares of preferred stock, $1.00 par value, which may be issued from
time to time in one or more series and, subject to the provisions of the
Certificate of Incorporation applicable to all series of preferred stock, shall
have such designations, voting powers, preferences and relative, participating,
optional or other special rights, and qualifications, limitations or
restrictions thereof, as shall be stated in the resolution or resolutions
providing for the issue thereof adopted by the Company's Board of Directors (the
"Board of Directors") or a duly authorized committee thereof.
The Preferred Stock shall have the dividend, liquidation, redemption and
voting rights set forth below unless otherwise specified in the applicable
Prospectus Supplement. Reference is made to the Prospectus Supplement relating
to the particular series of Preferred Stock offered thereby for specific terms,
including: (i) the designation, stated value and liquidation preference of such
Preferred Stock and the number of shares offered; (ii) the initial public
offering price at which such shares will be issued; (iii) the dividend rate or
rates (or method of calculation), the date or dates from which dividends shall
accrue, and whether such dividends shall be cumulative or noncumulative and, if
cumulative, the dates from which dividends shall commence to cumulate; (iv) any
redemption or sinking fund provisions; (v) the amount that shares of such series
shall be entitled to receive in the event of any liquidation, dissolution or
winding up of the Company; (vi) the terms and conditions, if any, on which
shares of such series shall be exchangeable for shares of stock of any other
class or classes, or other series of the same class, of the Company; (vii) the
voting rights, if any, of shares of such series in addition to those set forth
in "Voting Rights" below; (viii) the status as to reissuance or sale of shares
of such series redeemed, purchased or otherwise reacquired, or surrendered to
the Company on conversion or exchange; (ix) the conditions and restrictions, if
any, on the payment of dividends or on the making of other distributions on, or
the purchase, redemption or other acquisition by the Company or any subsidiary,
of the Common Stock or of any other class of stock of the Company ranking junior
to the shares of such series as to dividends or upon liquidation; (x) the
conditions and restrictions, if any, on the creation of indebtedness of the
Company, or any subsidiary, or on the issue of any additional stock ranking on a
parity with or prior to the shares of such series as to dividends or upon
liquidation; and (xi) any additional dividend, liquidation, redemption, sinking
or retirement fund and other rights, preferences, privileges, limitations and
restrictions of such Preferred Stock.
The Preferred Stock will, when issued, be fully paid and nonassessable.
Unless otherwise specified in the applicable Prospectus Supplement, the shares
of each series of Preferred Stock will upon issuance rank on a parity in all
respects with the outstanding shares of the Company's Adjustable Rate Cumulative
Preferred Stock, Series A, Cumulative Preferred Stock, Series B and Cumulative
Preferred Stock, Series C. As of December 10, 1997, there were outstanding
479,250 shares of the Company's Adjustable Rate Cumulative Preferred Stock,
Series A, 937,500 shares of the Company's Cumulative Preferred Stock, Series B
and 500,000 shares of the Company's Cumulative Preferred Stock, Series C. The
Preferred Stock
5
<PAGE>
will have no preemptive rights to subscribe for any additional securities that
may be issued by the Company.
DIVIDENDS
Unless otherwise specified in the applicable Prospectus Supplement, before
any dividends may be declared or paid to the holders of shares of the Common
Stock, par value $1.00 per share, of the Company (the "Common Stock") or of any
other capital stock of the Company ranking junior to any series of the Preferred
Stock as to the payment of dividends, the holders of the Preferred Stock of that
series will be entitled to receive, when and as declared by the Board of
Directors or a duly authorized committee thereof, out of the net profits or net
assets of the Company legally available therefor, dividends payable quarterly on
January 15, April 15, July 15 and October 15, in each year at such rates as will
be specified in the applicable Prospectus Supplement. Such rates may be fixed or
variable or both. If variable, the formula used for determining the dividend
rate for each dividend period will be specified in the applicable Prospectus
Supplement. Dividends will be payable to the holders of record as they appear on
the stock transfer records of the Company on such dates (not less than 15 days
nor more than 60 days prior to a dividend payment date) as will be fixed by the
Board of Directors or a duly authorized committee thereof. Dividends will be
paid in the form of cash.
Dividends on any series of Preferred Stock may be cumulative or
noncumulative, as specified in the applicable Prospectus Supplement. If the
Board of Directors fails to declare a dividend payable on a dividend payment
date on any series of Preferred Stock for which dividends are noncumulative
("Noncumulative Preferred Stock"), then the holders of the Preferred Stock of
that series will have no right to receive a dividend in respect of the dividend
period relating to such dividend payment date, and the Company will have no
obligation to pay the dividend accrued for such period, whether or not dividends
on that series are declared or paid on any future dividend payment dates. If
dividends on any series of Preferred Stock are not paid in full or declared in
full and sums set apart for the payment thereof, then no dividends shall be
declared and paid on that series unless declared and paid ratably on all shares
of every series of Preferred Stock then outstanding, including dividends accrued
or in arrears, if any, in proportion to the respective amounts that would be
payable per share if all such dividends were declared and paid in full.
The Prospectus Supplement relating to a series of Preferred Stock will
specify the conditions and restrictions, if any, on the payment of dividends or
on the making of other distributions on, or the purchase, redemption or other
acquisition by the Company or any subsidiary of, the Common Stock or of any
other class of stock of the Company ranking junior to the shares of that series
as to dividends or upon liquidation and any other preferences, rights,
restrictions and qualifications that are not inconsistent with the Certification
of Incorporation.
LIQUIDATION RIGHTS
Unless otherwise specified in the Prospectus Supplement relating to a series
of Preferred Stock, upon any liquidation, dissolution or winding up of the
Company (whether voluntary or involuntary) the holders of Preferred Stock of
that series will be entitled to receive out of the assets of the Company
available for distribution to its stockholders, whether from capital, surplus or
earnings, the amount specified in the applicable Prospectus Supplement for that
series, together with all dividends accrued and unpaid, before any distribution
of the assets will be made to the holders of Common Stock or any other class or
series of shares ranking junior to that series of Preferred Stock upon
liquidation, dissolution or winding up, and will be entitled to no other or
further distribution. If, upon any liquidation, dissolution or winding up of the
Company, the assets distributable among the holders of a series of Preferred
Stock shall be insufficient to permit the payment in full to the holders of that
series of Preferred Stock of all amounts payable to those holders, then the
entire assets of the Company thus distributable will be distributed ratably
among the
6
<PAGE>
holders of that series of in proportion to the respective amounts that would be
payable per share if those assets were sufficient to permit payment in full.
Neither the consolidation, merger or other business combination of the
Company with or into any other individual, firm, corporation or other entity nor
the sale, lease, exchange or conveyance of all or any part of the property,
assets or business of the Company will be deemed to be a liquidation,
dissolution or winding up of the Company.
REDEMPTION
If so specified in the applicable Prospectus Supplement, any series of
Preferred Stock may be redeemable, in whole or in part, at the option of the
Company or pursuant to a retirement or sinking fund or otherwise, on terms and
at the times and the redemption prices specified in that Prospectus Supplement.
If less than all shares of the series at the time outstanding are to be
redeemed, the shares to be redeemed will be selected pro rata or by lot, in such
manner as may be prescribed by resolution of the Board of Directors.
Notice of any redemption of a series of Preferred Stock will be given by
publication in a newspaper of general circulation in the Borough of Manhattan,
the City of New York, such publication to be made not less than 30 nor more than
60 days prior to the redemption date. A similar notice will be mailed by the
Company, postage prepaid, not less than 30 nor more than 60 days prior to the
redemption date, addressed to the respective holders of record of shares of that
series at the addresses shown on the stock transfer records of the Company, but
the mailing of such notice will not be a condition of such redemption. In order
to facilitate the redemption of shares of Preferred Stock, the Board of
Directors may fix a record date for the determination of the shares to be
redeemed, and such record date will be not more than 60 days nor less than 30
days prior to the redemption date.
Prior to the redemption date, the Company will deposit money for the payment
of the redemption price with a bank or trust company doing business in the
Borough of Manhattan, the City of New York, and having a capital and surplus of
at least $10,000,000. Unless the Company fails to make such deposit, on the
redemption date, all dividends on the series of Preferred Stock called for
redemption will cease to accrue and all rights of the holders of shares of that
series as stockholders of the Company shall cease, except the right to receive
the redemption price (but without interest). Unless otherwise specified in the
applicable Prospectus Supplement, any monies so deposited which remain unclaimed
by the holders of the shares of that series at the end of six years after the
redemption date will become the property of, and will be paid by the bank or
trust company with which it has been so deposited to, the Company.
CONVERSION RIGHTS
No series of Preferred Stock will be convertible into Common Stock.
VOTING RIGHTS
Unless otherwise determined by the Board of Directors of the Company and
indicated in the Prospectus Supplement applicable to a particular series of
Preferred Stock, holders of the Preferred Stock of that series will not have any
voting rights except as set forth below or as otherwise from time to time
required by law. Whenever dividends on any series of Preferred Stock or any
other class or series of stock ranking on a parity with that series with respect
to the payment of dividends shall be in arrears for dividend periods, whether or
not consecutive, containing in the aggregate a number of days equivalent to six
calendar quarters, the holders of shares of that series (voting separately as a
class with all other series of Preferred Stock upon which like voting rights
have been conferred and are exercisable) will be entitled to vote for the
election of two of the authorized number of directors of the Company at the next
annual meeting of stockholders and at each subsequent meeting until all
dividends accumulated on that series have been fully paid or set apart for
payment. The term of office of all directors elected by the holders of a
7
<PAGE>
series of Preferred Stock shall terminate immediately upon the termination of
the right of the holders of that series to vote for directors. Whenever the
shares of a series are or become entitled to vote, each holder of shares of that
series will have one vote for each share held.
So long as shares of any series of Preferred Stock remain outstanding, the
Company shall not, without the consent of the holders of at least two-thirds of
the shares of that series outstanding at the time (voting separately as a class
with all other series of Preferred Stock upon which like voting rights have been
conferred and are exercisable), (i) issue or increase the authorized amount of
any class or series of stock ranking senior to the shares of that series as to
dividends or upon liquidation or (ii) amend, alter or repeal the provisions of
the Company's Certificate of Incorporation or of the resolutions contained in
the Certificate of Designation, whether by merger, consolidation or otherwise,
so as to materially and adversely affect any power, preference or special right
of the outstanding shares of that series or the holders thereof; PROVIDED,
HOWEVER, that any increase in the amount of the authorized Common Stock or
authorized Preferred Stock or the creation and issuance of Common Stock or any
other series of Preferred Stock ranking on a parity with or junior to a series
of Preferred Stock as to dividends and upon liquidation shall not be deemed to
materially and adversely affect the powers, preferences or special rights of the
shares of that series.
Unless otherwise indicated in the applicable Prospectus Supplement, the
transfer agent, dividend disbursing agent and registrar for each series of
Preferred Stock will be Chase Mellon Shareholder Services L.L.C.
DESCRIPTION OF DEPOSITARY SHARES
The following summary and the summary in any Prospectus Supplement of the
terms and provisions of the Depositary Shares and Depositary Receipts does not
purport to be complete and is subject to and qualified in its entirety by
reference to the Deposit Agreement relating to the applicable series of
Preferred Stock, which will be filed as an exhibit to or incorporated by
reference in the Registration Statement of which this Prospectus is a part.
GENERAL
The Company, at its option, may elect to offer fractional interests in
shares of a series of Preferred Stock, rather than whole shares. If the option
is exercised, the Company will provide for the issuance by a depositary of
depositary receipts ("Depositary Receipts") evidencing depositary shares
("Depositary Shares"), each of which will represent a fractional interest (to be
specified in the applicable Prospectus Supplement) in a share of a particular
series of the Preferred Stock as more fully described below.
If the Company offers fractional shares of any series of Preferred Stock,
those shares will be deposited under a separate deposit agreement (a "Deposit
Agreement") among the Company, a bank or trust company selected by the Company
and having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000 (the "Depositary") and the holders
from time to time of the Depositary Receipts issued thereunder by that
Depositary. The applicable Prospectus Supplement will set forth the name and
address of the Depositary. Subject to the terms of the Deposit Agreement, each
owner of a Depositary Share will be entitled, in proportion to the applicable
fractional interest in a share of Preferred Stock underlying such Depositary
Share, to all the rights and preferences of the fractional share of Preferred
Stock underlying such Depositary Share (including dividend, voting, redemption
and liquidation rights).
Pending the preparation of definitive engraved Depositary Receipts, upon the
written order of the Company, the Depositary may issue temporary Depositary
Receipts substantially identical to (and entitling the holders thereof to all
the rights pertaining to) the definitive Depositary Receipts but not in
definitive
8
<PAGE>
form. Definitive Depositary Receipts will be prepared thereafter without
unreasonable delay, and temporary Depositary Receipts will be exchangeable for
definitive Depositary Receipts at the Company's expense.
DIVIDENDS AND OTHER DISTRIBUTIONS
The Depositary will distribute to the holders of Depositary Receipts
evidencing Depositary Shares all cash dividends or other cash distributions
received in respect of the underlying fractional shares of Preferred Stock in
proportion to their respective holdings of the Depositary Shares on the relevant
record date. However, the Depositary will distribute only the amount that can be
distributed without attributing to any holder of Depositary Shares a fraction of
one cent, and any balance not so distributed will be held by the Depositary
(without liability for interest thereon) and will be added to and treated as
part of the next sum received by the Depositary for distribution to holders of
Depositary Receipts then outstanding.
If the Company distributes property other than cash in respect of shares of
Preferred Stock deposited under a Deposit Agreement, the Depositary will
distribute the property received by it to the record holders of Depositary
Receipts evidencing the Depositary Shares relating to those shares of Preferred
Stock, in proportion, as nearly as may be practicable, to their respective
holdings of the Depositary Shares on the relevant record date, unless the
Depositary determines that it is not feasible to make such a distribution, in
which case the Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable to give effect to the distribution,
including the sale of the property so received and distribution of the net
proceeds from such sale to the holders of the Depositary Receipts.
Each Deposit Agreement will also contain provisions relating to the manner
in which any subscription or similar right offered by the Company to holders of
the Preferred Stock deposited under such Deposit Agreement will be made
available to holders of Depositary Shares.
REDEMPTION OF DEPOSITARY SHARES
If the shares of Preferred Stock deposited under a Deposit Agreement are
subject to redemption, in whole or in part, then, upon any such redemption, the
Depositary Shares relating to those deposited shares will be redeemed from the
proceeds received by the Depositary as a result of the redemption. Whenever the
Company redeems shares of Preferred Stock held by a Depositary, the Depositary
will redeem as of the same redemption date the number of Depositary Shares
representing the shares of Preferred Stock so redeemed. The Depositary will mail
the notice of redemption not less than 20 and not more than 50 days prior to the
date fixed for redemption to the record holders of the Depositary Shares to be
so redeemed. The redemption price per Depositary Share will be equal to the
applicable fraction of the per share redemption price of the Preferred Stock
underlying such Depositary Share. If less than all the Depositary Shares are to
be redeemed, the Depositary Shares to be redeemed will be selected by lot or pro
rata as may be determined by the Depositary.
If notice of redemption shall have been given as described above, from and
after the date fixed for redemption, unless the Company shall have failed to
redeem the shares of Preferred Stock so called for redemption, the Depositary
Shares so called for redemption will no longer be deemed to be outstanding, and
all rights of the holders of such Depositary Shares will cease, except for the
right to receive the monies payable upon such redemption and any money or other
property to which the holders of such Depositary Shares were entitled upon such
redemption, upon surrender to the Depositary of the Depositary Receipts
evidencing such Depositary Shares.
VOTING RIGHTS
As soon as practicable after receipt of notice of any meeting at which the
holders of shares of Preferred Stock deposited under a Deposit Agreement are
entitled to vote, the Depositary will mail the information contained in that
notice of meeting (and any accompanying proxy materials) to the holders of
9
<PAGE>
the Depositary Shares relating to such Preferred Stock as of the record date for
such meeting. Each such holder will be entitled, subject to any applicable
restrictions, to instruct the Depositary as to the exercise of the voting rights
of the Preferred Stock represented by such holder's Depositary Shares. The
Depositary will endeavor, insofar as practicable, to vote the Preferred Stock
represented by those Depositary Shares in accordance with the holder's
instructions, and the Company will agree to take all action deemed necessary by
the Depositary to enable the Depositary to do so. The Depositary will abstain
from voting shares of Preferred Stock deposited under a Deposit Agreement as to
which it has not received specific instructions from the holders of the
Depositary Shares representing those shares.
WITHDRAWAL OF STOCK
Upon surrender of Depositary Receipts at the principal office of the
relevant Depositary (unless the Depositary Shares evidenced thereby have
previously been called for redemption), and subject to the terms of the related
Deposit Agreement, the owner of the Depositary Shares evidenced thereby shall be
entitled to delivery of whole shares of Preferred Stock and all money and other
property, if any, represented by those Depositary Shares. Fractional shares of
Preferred Stock will not be delivered. If the Depositary Receipts surrendered by
the holder evidence Depositary Shares in excess of those representing the number
of whole shares of Preferred Stock to be withdrawn, the Depositary will deliver
to the holder at the same time a new Depositary Receipt evidencing the
Depositary Shares. Holders of shares of Preferred Stock thus withdrawn will not
thereafter be entitled to deposit such shares under a Deposit Agreement or to
receive Depositary Shares therefor. The Company does not expect that there will
be any public trading market for the Preferred Stock, except as represented by
Depositary Shares.
AMENDMENT AND TERMINATION OF THE DEPOSIT AGREEMENT
The form of Depositary Receipt evidencing any Depositary Shares and any
provision of a Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Depositary. However, any
amendment that materially and adversely alters the rights of the existing
holders of Depositary Shares will not be effective unless and until approved by
the holders of at least a majority of the Depositary Shares then outstanding
under that Deposit Agreement. Each Deposit Agreement will provide that each
holder of Depositary Shares who continues to hold those Depositary Shares at the
time an amendment becomes effective will be deemed to have consented to the
amendment and will be bound thereby. Except as may be necessary to comply with
any mandatory provisions of applicable law, no amendment may impair the right,
subject to the terms of the related Deposit Agreement, of any holder of any
Depositary Shares to surrender the Depositary Receipt evidencing those
Depositary Shares to the Depositary together with instructions to deliver to the
holder the whole shares of Preferred Stock represented by the surrendered
Depositary Shares and all money and other property, if any, represented thereby.
A Deposit Agreement may be terminated by the Company or the Depositary only if
(i) all outstanding Depositary Shares issued thereunder have been redeemed or
(ii) there has been a final distribution in respect of the Preferred Stock
relating to those Depositary Shares in connection with any liquidation,
dissolution or winding up of the Company and the amount received by the
Depositary as a result of that distribution has been distributed by the
Depositary to the holders of those Depositary Shares.
CHARGES OF DEPOSITARY
The Company will pay all transfer and other taxes and governmental charges
arising solely from the existence of the depositary arrangements. The Company
will pay charges of any Depositary in connection with the initial deposit of
Preferred Stock and the initial issuance of the relevant Depositary Shares and
any redemption of such Preferred Stock. Holders of Depositary Shares will pay
any other taxes and charges incurred for their accounts as are provided in the
relevant Deposit Agreement.
10
<PAGE>
MISCELLANEOUS
Each Depositary will forward to the holders of Depositary Shares issued by
that Depositary all reports and communications from the Company that are
delivered to the Depositary and that the Company is required to furnish to the
holders of the Preferred Stock held by the Depositary. In addition, each
Depositary will make available for inspection by the holders of those Depositary
Shares, at the principal office of such Depositary and at such other places as
it may from time to time deem advisable, all reports and communications received
from the Company that are received by such Depositary as the holder of Preferred
Stock.
Neither any Depositary nor the Company will assume any obligation or will be
subject to any liability under a Deposit Agreement to holders of the Depositary
Shares other than for its negligence or willful misconduct. Neither any
Depositary nor the Company will be liable if it is prevented or delayed by law
or any circumstance beyond its control in performing its obligations under a
Deposit Agreement. The obligations of the Company and any Depositary under a
Deposit Agreement will be limited to performance in good faith of their duties
thereunder, and they will not be obligated to prosecute or defend any legal
proceeding in respect of any Depositary Shares or Preferred Stock unless
satisfactory indemnity is furnished. The Company and any Depositary may rely on
written advice of counsel or accountants, on information provided by persons
presenting Preferred Stock for deposit, holders of Depositary Shares or other
persons believed in good faith to be competent to give such information and on
documents believed to be genuine and to have been signed or presented by the
proper party or parties.
RESIGNATION AND REMOVAL OF DEPOSITARY
A Depositary may resign at any time by delivering to the Company notice of
its election to do so, and the Company may at any time remove any Depositary,
any such resignation or removal to take effect upon the appointment of a
successor Depositary and its acceptance of such appointment. Such successor
Depositary must be appointed within 60 days after delivery of the notice of
resignation or removal and must be a bank or trust company having its principal
office in the United States of America and having a combined capital and surplus
of at least $50,000,000.
FEDERAL INCOME TAX CONSEQUENCES
Owners of the Depositary Shares will be treated for federal income tax
purposes as if they were owners of the Preferred Stock represented by such
Depositary Shares.
BOOK-ENTRY PROCEDURES AND SETTLEMENT
Any series of Preferred Stock (and the Depositary Shares relating to such
series) may be issued in certificated or book-entry form, as specified in the
applicable Prospectus Supplement. Preferred Stock or Depositary Shares issued in
book-entry form from the perspective of the beneficial owners thereof (the
"Shareholders") will be issued in the form of a single global stock certificate
or a single global Depositary Receipt (as the case may be) registered in the
name of the nominee of The Depository Trust Company ("DTC," which term, as used
herein, includes any successor or alternate depository selected by the Company).
DTC is a limited-purpose trust company created to hold securities for its
participating organizations (the "Participants") and to facilitate the clearance
and settlement of transactions in those securities between Participants through
electronic book-entry changes in the accounts of the Participants. Participants
include securities brokers and dealers, banks and trust companies, clearing
corporations and certain other organizations. Access to DTC's system is also
available to others (such as banks, brokers, dealers and trust companies) that
clear through or maintain a custodial relationship with a Participant, either
directly or indirectly ("Indirect Participants"). Persons who are not
Participants or Indirect Participants may beneficially own securities held by
DTC only through Participants or Indirect Participants.
11
<PAGE>
DTC's nominee for all purposes will be considered the sole owner or holder
of the Preferred Stock or Depositary Shares held in book-entry form. Owners of
beneficial interests in the global stock certificate or Depositary Receipt will
not be entitled to have Preferred Stock or Depositary Shares registered in their
names, will not receive or be entitled to receive physical delivery of Preferred
Stock or Depositary Shares in definitive form and will not be considered the
holders thereof under the Certificate of Incorporation or any Deposit Agreement.
Neither the Company nor the Depository will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in the global stock certificate or Depositary
Receipt, or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
A Shareholder's ownership of Preferred Stock or Depositary Shares issued in
book-entry form will be recorded on or through the records of the brokerage firm
or other entity that maintains that Shareholder's account. In turn, the total
number of shares of Preferred Stock or Depositary Shares held by an individual
brokerage firm or other entity for its clients will be maintained on the records
of DTC in the name of that brokerage firm or other entity (or in the name of a
Participant that acts as agent for the Shareholder's brokerage firm or other
entity if it is not a Participant). Therefore, a Shareholder must rely upon the
records of the Shareholder's brokerage firm or other entity to evidence the
Shareholder's ownership of Preferred Stock or Depositary Shares and transfer of
ownership of that Preferred Stock or Depositary Shares may be effected only
through the brokerage firm or other entity that maintains the Shareholder's
account.
Dividends or other distributions payable in respect of Preferred Stock or
Depositary Shares will be paid by the Company or the Depositary, as the case may
be, to DTC. DTC will be responsible for crediting the amount of payments that it
receives to the accounts of the Participants in accordance with their respective
standard procedures, which currently provide for payment in next-day funds. Each
Participant will be responsible for disbursing the payments for which it is so
credited to the Shareholders that it represents and to each brokerage firm or
other entity for which it acts as agent. Each such brokerage firm or other
entity will be responsible for disbursing funds to the Shareholders that it
represents. It is suggested that any purchaser of Preferred Stock or Depositary
Shares with accounts at more than one brokerage firm or other entity effect
transactions in the Preferred Stock or Depositary Shares only through the
brokerage firm or firms or other entity or entities that hold such purchaser's
Preferred Stock or Depositary Shares.
If DTC is at any time unwilling or unable to continue as depository in
respect of a global certificate or global Depositary Receipt and a successor
depository is not appointed by the Company or the Depositary, as the case may
be, within 90 days, the Company will issue Preferred Stock or Depositary Shares,
as the case may be, in definitive form in exchange for the global stock
certificate or global Depositary Receipt. In addition, the Company may determine
at any time not to have Preferred Stock or Depositary Shares represented by a
global stock certificate or global Depositary Receipt (as the case may be), and,
in such event, will issue Preferred Stock or Depositary Shares in definitive
form in exchange for such global stock certificate or global Depositary Receipt.
In either instance, an owner of a beneficial interest in the global stock
certificate or global Depositary Receipt will be entitled to have Preferred
Stock or Depositary Shares equal in aggregate amount to that beneficial interest
registered in its name and will be entitled to physical delivery of a definitive
certificate or other instrument evidencing such Preferred Stock or Depositary
Shares. The registered holder of Preferred Stock or Depositary Shares will be
entitled to receive the dividends or other distributions or, if applicable, the
redemption price payable in respect of such Preferred Stock or Depositary
Shares, upon surrender of the certificate (or Depositary Receipt) evidencing
such Preferred Stock or Depositary Shares to the Company or the Depositary (as
the case may be), in accordance with the procedures set forth in the Certificate
of Incorporation or Deposit Agreement (as the case may be).
12
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Preferred Stock or Depositary Shares representing
the Preferred Stock (collectively, "Securities") in any of three ways: (i) to
underwriters (including Bear Stearns) or dealers, who may act directly or
through a syndicate represented by one or more managing underwriters (including
Bear Stearns); (ii) through broker-dealers (including Bear Stearns) designated
by the Company to act on its behalf as agents; or (iii) directly to one or more
purchasers. Each Prospectus Supplement will set forth the manner and terms of
the offering of the Securities covered thereby, including (i) whether that
offering is being made to underwriters or through agents; (ii) any underwriting
discounts, dealer concessions, agency commissions and any other items that may
be deemed to constitute underwriters', dealers' or agents' compensation, and
(iii) the purchase price or initial public offering price of the Securities and
the anticipated proceeds to the Company from the sale of the Securities.
When Securities are to be sold to underwriters, unless otherwise set forth
in the applicable Prospectus Supplement, the obligations of the underwriters to
purchase those Securities will be subject to certain conditions precedent but
the underwriters will be obligated to purchase all of the Securities if any are
purchased. The Securities will be acquired by the underwriters for their own
account and may be resold by the underwriters, either directly to the public or
to securities dealers, from time to time in one or more transactions, including
negotiated transactions, either at fixed public offering price or at varying
prices determined at the time of sale. The initial public offering price, if
any, and any concessions allowed or reallowed to dealers, may be changed from
time to time.
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.
Until resold, those Securities will be eliminated in consolidation as if they
were not outstanding. 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.
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, and subject
to obtaining the approval of the New York Stock Exchange, Inc., 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 such transactions. This Prospectus and the Prospectus Supplement
applicable to those
13
<PAGE>
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.
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.
Because 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.
EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this Prospectus by reference from the Company's 1997
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 Preferred Stock will be passed upon for the Company by
Weil, Gotshal & Manges LLP, New York, New York.
14
<PAGE>
\
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY
THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE
PROSPECTUS NOR ANY SALE MADE HEREUNDER AND THEREUNDER SHALL, UNDER ANY
CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THEREOF. THIS PROSPECTUS
SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER OR SOLICITATION 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.
------------------------
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
The Company.................................... S-2
Certain Terms of the Depositary Shares......... S-2
Certain Terms of the Series F Preferred
Stock........................................ S-3
Federal Income Tax Consequences................ S-7
Underwriting................................... S-8
Validity of the Securities..................... S-9
PROSPECTUS
Available Information.......................... 2
Incorporation of Certain Documents by
Reference.................................... 3
The Company.................................... 4
Use of Proceeds................................ 4
Ratio of Earnings to Combined Fixed Charges and
Preferred Dividends.......................... 4
Description of Preferred Stock................. 5
Description of Depositary Shares............... 8
Book-Entry Procedures and Settlement........... 11
Plan of Distribution........................... 13
Experts........................................ 14
Validity of the Securities..................... 14
</TABLE>
4,000,000 SHARES
THE BEAR STEARNS
COMPANIES INC.
DEPOSITARY SHARES
EACH REPRESENTING A
ONE-FOURTH INTEREST
IN A SHARE OF
5.72% CUMULATIVE
PREFERRED STOCK, SERIES F
----------------
PROSPECTUS SUPPLEMENT
---------------------
BEAR, STEARNS & CO. INC.
BT ALEX. BROWN
CHASE SECURITIES INC.
LEHMAN BROTHERS
NATIONSBANC MONTGOMERY
SECURITIES LLC
SALOMON SMITH BARNEY
APRIL 16, 1998
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
