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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 21, 1998
THE BEAR STEARNS COMPANIES INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 1-8989 13-3286161
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
245 Park Avenue, New York, New York 10167
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (212) 272-2000
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
The following exhibit is incorporated by reference into the Registration
Statement on Form S-3 (Registration No. 333-61437) as an exhibit to such
Registration Statement:
EXHIBIT NO. DESCRIPTION
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4(b)(10) -- Form of Medium-Term Note, Series B (Fixed Rate;
S&P Linked).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro Jr.
-----------------------------
Samuel L. Molinaro Jr.
Senior Vice President--Finance and
Chief Financial Officer
Dated: December 21, 1998
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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4(b)(10) -- Form of Medium-Term Note, Series B (Fixed Rate;
S&P Linked).
Exhibit 4(b)(10)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY, OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY
OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO
A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
Principal Amount:
REGISTERED $__________
No. FXSP-_____ CUSIP __________
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTE, SERIES B
(FIXED RATE; S&P LINKED)
Interest Rate: _____%
Original Issue Date: ________, ____ Redeemable On and After: ________, ____
Maturity Date: ________, ____ Optional Repayment Date(s):________, ____
THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the "Company"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal amount stated above plus the Supplemental Redemption Amount (as
defined below), if any, on the Maturity Date shown above and to pay interest on
the principal amount at the rate per annum equal to the Interest Rate shown
above until the principal hereof is fully paid or duly made available for
payment. The Company will pay interest (computed on the basis of a 360-day year
of twelve 30-day months) semiannually in arrears on April 15 and October 15 of
each year (each an "Interest Payment Date") commencing with the Interest Payment
Date next following the Original Issue Date specified above (the "Original Issue
Date") provided that, if the Original Issue Date is later than the Regular
Record Date and prior to the next succeeding
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Interest Payment Date, interest shall be so payable commencing with the second
Interest Payment Date following the Original Issue Date, and on the Maturity
Date shown above, the date of redemption (the "Redemption Date"), if any, or the
date of optional repayment (the "Optional Repayment Date"), if any, on said
principal amount at the Interest Rate per annum specified above. Interest on
this Note will accrue from the most recent Interest Payment Date to which
interest has been paid or duly provided for or, if no interest has been paid,
from the Original Issue Date shown above until the principal hereof has been
paid or made available for payment. The interest so payable, and punctually paid
or duly provided for, on the Interest Payment Date referred to above, will, as
provided in the Indenture referred to below, be paid to the Person in whose name
this Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the April
1 or the October 1, whether or not a Business Day, as the case may be, next
preceding such Interest Payment Date; provided, however, that interest payable
on the Maturity Date shown above or, if applicable, upon redemption or optional
repayment, will be payable to the Person to whom the principal hereof shall be
payable; and provided, further, however, that if such Interest Payment Date
would fall on a day that is not a Business Day, such Interest Payment Date shall
be the following day that is a Business Day. Any such interest which is payable,
but is not punctually paid or duly provided for, on any Interest Payment Date
shall forthwith cease to be payable to the Holder on such Regular Record Date,
and may be paid to the Person in whose name this Note (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to the Holder of this Note not less than
ten days prior to such Special Record Date, or may be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
Payment of the principal of and interest on this Note and the Supplemental
Redemption Amount shall be made at the office or agency of the Trustee
maintained for that purpose in the Borough of Manhattan, The City of New York,
in such coin or currency of the United States of America as at the time of
payment is legal tender for the payment of public and private debt; provided,
however, that payment of interest on any Interest Payment Date (other than the
Maturity Date or Redemption Date, if any, or Optional Repayment Date, if any)
may be made at the option of the Company by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register,
or by wire transfer of immediately available funds, if the registered holder of
at least $10,000,000 in principal amount of Notes entitled to such interest has
so requested by a notice in writing delivered to the Trustee not less than 16
days prior to the Interest Payment Date on which such payment is due, which
notice shall provide appropriate instructions for such transfer.
The principal hereof, the Supplemental Redemption Amount and interest due
at maturity will be paid upon maturity in immediately available funds against
presentation of this Note at the office or agency of the Trustee maintained for
that purpose in the Borough of Manhattan, The City of New York.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH
ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.
This Note shall be governed by and construed in accordance with the laws of
the State of New York.
This Note is one of the series of Medium-Term Notes, Series B, of the
Company.
Unless the certificate of authentication hereon has been executed by The
Chase Manhattan Bank (formerly known as Chemical Bank and successor by merger to
Manufacturers Hanover Trust Company), the Trustee under the Indenture, or its
successor thereunder by the manual signature of one of its authorized
signatories, this Note shall not be entitled to any benefit under the Indenture
or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: ___________________________
THE BEAR STEARNS COMPANIES INC.
By:____________________________
President
ATTEST:
__________________________________
Secretary
[Corporate Seal]
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to
in the within-mentioned Indenture.
THE CHASE MANHATTAN BANK, as Trustee
By:_________________________________
Authorized Signature
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[Reverse of Note]
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTE, SERIES B
(FIXED RATE; S&P LINKED)
This Note is one of a duly authorized issue of debentures, notes or other
evidences of indebtedness (hereinafter called the "Securities") of the Company
of the series hereinafter specified, all such Securities issued and to be issued
under the Indenture dated as of May 31, 1991 (herein called the "Indenture")
between the Company and The Chase Manhattan Bank (formerly known as Chemical
Bank and successor by merger to Manufacturers Hanover Trust Company), as Trustee
(herein called the "Trustee," which term includes any successor trustee under
the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
limitations of rights thereunder of the Company, the Trustee and the Holders of
the Securities, and the terms upon which the Securities are, and are to be,
authenticated and delivered. As provided in the Indenture, Securities may be
issued in one or more series, which different series may be issued in various
aggregate principal amounts, may mature at different times, may bear interest,
if any, at different rates, may be subject to different redemption provisions,
if any, may be subject to different repayment provisions, if any, may be subject
to different sinking, purchase or analogous funds, if any, may be subject to
different covenants and Events of Default and may otherwise vary as in the
Indenture provided or permitted. This Note is one of a series of the Securities
designated as Medium-Term Notes, Series B (the "Notes"). The Notes of this
series may be issued at various times with different maturity dates, redemption
dates and different principal repayment provisions, may bear interest at
different rates and may otherwise vary, all as provided in the Indenture.
SUPPLEMENTAL REDEMPTION AMOUNT
The "Supplemental Redemption Amount" with respect to this Security equals:
(Ending Index Value - Starting
Index Value)
principal amount x ------------------------------- x [Participation Rate]
Starting Index Value
provided, however, that in no event will the Supplemental Redemption Amount be
less than zero. The "Starting Index Value" equals _____. The "Ending Index
Value" will be determined by Bear, Stearns & Co. Inc. (the "Calculation Agent,"
which term includes any successor thereto) and will equal [the average
(arithmetic mean) of] the closing value[s] (the "Index Value") of the S&P 500
Composite Stock Price Index (the "Index") determined on [each of] the [first
five] Calculation Day[s] (as defined below) [during the Calculation Period (as
defined below)]. [If there are fewer than five Calculation Days, then the Ending
Index Value will equal the average (arithmetic mean) of the closing values of
the Index on such Calculation Days, and if there is only one Calculation Day,
then the Ending Index Value will equal the Index Value on such Calculation Day.]
If no Calculation Day[s] occur[s] [during the
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Calculation Period] because of Market Disruption Events (as defined below), then
the Ending Index Value will equal the Index Value determined on the [Valuation
Date (as defined below)] [last scheduled Business Day (as defined below) in the
Calculation Period], regardless of the occurrence of a Market Disruption Event
on such day. ["Calculation Period" means the period from and including the
seventh scheduled Business Day prior to the maturity date to and including the
second scheduled Business Day prior to the maturity date.] "Calculation Day"
means [the Valuation Date, provided no Market Disruption Event has occurred on
the Valuation Date, or, if a Market Disruption Event has occurred on the
Valuation Date, the first Business Day after the Valuation Date on which a
Market Disruption Event has not occurred that is no more than four Business Days
after the Valuation Date][any Business Day during the Calculation Period on
which a Market Disruption Event has not occurred]. ["Valuation Date" means
[Valuation Date], or if such date is not a Business Day, the immediately
following Business Day.] For purposes of determining the Ending Index Value, a
"Business Day" is a day on which the New York Stock Exchange and the American
Stock Exchange are open for trading and the Index or any Successor Index (as
defined below) is calculated and published. All determinations made by the
Calculation Agent shall be at the sole discretion of the Calculation Agent and,
absent a determination by the Calculation Agent of a manifest error, shall be
conclusive for all purposes and binding on the Company and Holders of the
Securities.
ADJUSTMENTS TO THE INDEX; MARKET DISRUPTION EVENTS
If at any time the method of calculating the Index or a Successor Index, or
the value thereof, is changed in any material respect, or if the Index or a
Successor Index is in any other way modified so that such index does not, in the
opinion of the Calculation Agent, fairly represent the value of the Index or
such Successor Index had such changes or modifications not been made, then, from
and after such time, the Calculation Agent shall, at the close of business in
New York, New York, on [the] [each] Calculation Day, make such calculations and
adjustments as, in the good faith judgment of the Calculation Agent, may be
necessary in order to arrive at a value of a stock index comparable to the Index
as if such changes or modifications had not been made, and calculate the Index
Value with reference to the Index or such Successor Index, as adjusted.
Accordingly, if the method of calculating the Index or a Successor Index is
modified so that the value of such index is a fraction or a multiple of what it
would have been if it had not been modified (e.g., due to a split in the index),
then the Calculation Agent shall adjust such index in order to arrive at a value
of the Index or such Successor Index as if it had not been modified (e.g., as if
such split had not occurred).
"Market Disruption Event" means the occurrence or existence during the
one-half hour period before the close of the relevant exchange of any suspension
of or limitation imposed on trading (by reason of movements in price exceeding
limits permitted by the relevant exchange or otherwise):
(i) in securities that comprise 20% or more of the securities
included
in the Index; or
(ii) in options contracts or future contracts on the Index;
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if, in any such case, such suspension or limitation is, in the determination of
the Calculation Agent, material. For the purpose of determining whether a Market
Disruption Event exists at any time, if trading in a security included in the
Index is materially suspended or materially limited at that time, then the
relevant percentage contribution of that security to the level of the Index will
be based on a comparison of (x) the portion of the level of the Index
attributable to that security relative to (y) the overall level of the Index, in
each case immediately before that suspension or limitation.
DISCONTINUANCE OF THE INDEX
If Standard & Poor's ("S&P") discontinues publication of the Index and S&P
or another entity publishes a successor or substitute index that the Calculation
Agent determines, in its sole discretion, to be comparable to such Index (any
such index being referred to hereinafter as a "Successor Index"), then the
relevant Index Value shall be determined by reference to the value of such
Successor Index at the close of trading on the relevant exchange or market for
the Successor Index on the [applicable] Calculation Day. Upon any selection by
the Calculation Agent of a Successor Index, the Company shall cause written
notice thereof to be furnished to the Trustee and to Holders of the Notes.
If S&P discontinues publication of the Index prior to, and such
discontinuance is continuing on, [the] [any] Calculation Day and the Calculation
Agent determines that no Successor Index is available at such time, then on
[the] [such] Calculation Day, the Calculation Agent shall determine the Index
Value on [the] [such] Calculation Day. The Index Value shall be computed by the
Calculation Agent in accordance with the formula for and method of calculating
the Index last in effect prior to such discontinuance, using the closing price
(or, if trading in the relevant securities has been materially suspended or
materially limited, its good faith estimate of the closing price that would have
prevailed but for such suspension or limitation) on such Calculation Day of each
security most recently comprising the Index. Notwithstanding these alternative
arrangements, discontinuance of the publication of the Index may adversely
affect the value of the Securities. If a Successor Index is selected or the
Calculation Agent calculates a value as a substitute for the Index, such
Successor Index or value shall be substituted for the Index for all purposes,
including for purposes of determining whether a Market Disruption Event exists.
GENERAL
If so specified on the face of this Note, this Note may be redeemed by the
Company on and after the date so indicated on the face hereof. If no such date
is set forth on the face hereof, this Note may not be redeemed prior to
maturity. On and after such date, if any, from which this Note may be redeemed,
this Note may be redeemed in whole or in part in increments of $1,000 (provided
that any remaining principal amount of this Note shall be at least $25,000), at
the option of the Company, at a redemption price equal to 100% of the principal
amount to be redeemed, together with interest thereon, and premium and other
amounts, if any, due thereon, payable to the Redemption Date, on notice given
not more than 60 nor less than 30 days prior to the Redemption Date. If less
than all the Outstanding Notes
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having such terms as specified by the Company are to be redeemed, the particular
Notes to be redeemed shall be selected by the Trustee not more than 60 days
prior to the Redemption Date from the Outstanding Notes having such terms as
specified by the Company not previously called for redemption, by such method as
the Trustee shall deem fair and appropriate. The notice of such redemption shall
specify which Notes are to be redeemed. In the event of redemption of this Note,
in part only, a new Note or Notes in authorized denominations for the unredeemed
portion hereof shall be issued in the name of the Holder hereof under the
surrender hereof.
If so specified on the face of this Note, this Note will be subject to
repayment at the option of the Holder hereof on the Optional Repayment Date(s).
If no Optional Repayment Date is set forth on the face hereof, this Note may not
be repaid at the option of the Holder prior to maturity. On and after the
Optional Repayment Date, if any, from which this Note may be repaid at the
option of the Holder, this Note shall be repayable in whole or in part in
increments of $1,000 (provided that any remaining principal amount of this Note
shall be at least $25,000) at a repayment price equal to 100% of the principal
amount to be repaid, together with interest thereon, and premium and other
amounts, if any, due thereon, payable to the Optional Repayment Date. For this
Note to be repaid in whole or in part at the option of the Holder hereof, the
Trustee must receive not less than 30 nor more than 60 days prior to the
Optional Repayment Date (i) this Note with the form entitled "Option to Elect
Repayment," which appears below, duly completed or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange or the National Association of Securities Dealers, Inc. or a commercial
bank or trust company in the United States of America setting forth the name of
the Holder of this Note, the principal amount of this Note, the certificate
number of this Note or a description of this Note's tenor or terms, the
principal amount of this Note to be repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note with the
form entitled "Option to Elect Repayment," which appears below, duly completed,
will be received by the Trustee no later than three Business Days after the date
of such telegram, telex, facsimile transmission or letter and this Note and such
form duly completed are received by the Trustee by such third Business Day.
Exercise of the repayment option shall be irrevocable.
If any Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare the principal of, and any accrued and
unpaid interest on all the Notes and a Supplemental Redemption Amount,
calculated as though the date of early repayment were the maturity date of the
Notes, due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate
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principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of each series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note shall be conclusive and binding upon such Holder and upon
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not notation
of such consent or waiver is made upon this Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of and interest of this Note and the
Supplemental Redemption Amount, if any, with respect to this Note at the time,
place, and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Note may be registered on the Security Register of
the Company, upon surrender of this Note for registration of transfer at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, duly endorsed by, or accompanied by a written instrument of transfer in
form satisfactory to the Company, and this Note duly executed by, the Holder
hereof or by his attorney duly authorized in writing and thereupon one or more
new Notes, of authorized denominations and for the same aggregate principal
amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $25,000 or any amount in excess thereof which is an integral
multiple of $1,000. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denominations as requested by
the Holder surrendering the same.
No service charge will be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.
Prior to the due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice of the contrary.
The interest rate payable with respect to this Note shall in no event be
higher than the maximum rate, if any, permitted by applicable law.
All capitalized terms used in this Note and not otherwise defined herein
shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM-- as tenants in common
TEN ENT-- as tenants by the entireties
JT TEN-- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT-- __________________ Custodian __________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
_____________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
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OPTION TO ELECT REPAYMENT
The undersigned hereby irrevocably request(s) and instruct(s) the Company
to repay this Note (or portion thereof specified below) pursuant to its terms on
_______________, _____ (the "Optional Repayment Date")
at a price equal to the principal amount thereof, together with interest
thereon, and premium and other amounts, if any, due thereon, to the Optional
Repayment Date, to the undersigned at
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Typewrite Name and Address
Including Postal Zip Code of the Undersigned)
For this Note to be repaid, the Trustee must receive at 450 West 33rd
Street, New York, New York 10001, Attention: Debt Operations--8th Floor, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not more than 60 days nor less than 30 days prior to
the Optional Repayment Date, this Note with this "Option to Elect Repayment"
form duly completed.
If less than the entire principal amount of this Note is to be repaid,
specify the portion thereof (which shall be increments of $1,000) which the
Holder elects to have repaid:
$______________________;
and specify the denomination or denominations (which shall be $25,000 or an
integral multiple of $1,000 in excess of $25,000) of the Notes to be issued to
the Holder for the portion of this Note which will be issued for the portion not
being repaid):
Dated: ____________________________
________________________________________
Note: The signature to this Option to
Elect Repayment must correspond with the
same as written upon the face of this
Note in every particular without
alteration or enlargement.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto
________________________________
(Please Insert Social Security or
Other Identifying Number of Assignee)
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(Please Print or Typewrite Name and Address Including
Postal Zip Code of Assignee)
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing
________________________________________________________________________________
Attorney to transfer said Note on the books of the Company, with full power of
substitution in the premises.
Dated:____________________________
___________________________________
__________________________________
(Signature Guarantee)
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