As filed with the Securities and Exchange Commission on July__, 1999
Registration No. 333-________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM S-3
REGISTRATION STATEMENT
AND POST-EFFECTIVE AMENDMENT
UNDER THE
SECURITIES ACT OF 1933
----------
THE BEAR STEARNS COMPANIES INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-3286161
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
SAMUEL L. MOLINARO, JR.
CHIEF FINANCIAL OFFICER
THE BEAR STEARNS COMPANIES INC.
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(212) 272-2000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
COPIES TO:
DENNIS J. BLOCK, ESQ.
CADWALADER, WICKERSHAM & TAFT
100 MAIDEN LANE
NEW YORK, NEW YORK 10038
(212) 504-6000
----------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: At various
times after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [__]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [x]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [__] 333-_____
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [__] 333-______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [__]
<TABLE>
CALCULATION OF REGISTRATION FEE
==============================================================================================================
<CAPTION>
PROPOSED PROPOSED
TITLE OF EACH CLASS OF AMOUNT TO BE MAXIMUM OFFERING MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1)(2) PRICE PER UNIT(3) OFFERING PRICE REGISTRATION FEE (2)(4)
- --------------------------- ---------------- ----------------- ----------------- -----------------------
<S> <C> <C> <C> <C>
Debt Securities and Warrants $9,368,183,000 100% $9,368,183,00 $2,085,000
==============================================================================================================
<FN>
(1) In U.S. dollars or their equivalent in one or more foreign or composite
currencies.
(2) The amount of debt securities and warrants to be registered is their issue
price plus the issue price of any warrants or the issue price of any debt
securities to be issued upon the exercise of the warrants and that amount
also includes any offers and sales of debt securities and warrants in
market-making transactions by Bear, Stearns & Co. Inc., an affiliate of the
Registrant.
(3) Estimated solely for the purpose of calculating the registration fee.
(4) Pursuant to Rule 429(b) under the Securities Act of 1933, this Registration
Statement includes debt securities and warrants having an initial public
offering price of $1,868,183,000 and previously registered on Registration
Statement No. 333-61437 filed by the Registrant on Form S-3 and declared
effective on August 26, 1998. In connection with such amount of debt
securities and warrants previously registered on Registration Statement No.
333-61437, the Registrant paid a fee of $551,112. In connection with this
Registration Statement, the Registrant is paying a fee based solely on the
additional debt securities and warrants being registered and having an
initial public offering price of $7,500,000,000.
</FN>
</TABLE>
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus included
in this Registration Statement is a combined Prospectus and relates to this
Registration Statement and Registration Statement No. 333-61437. This
Registration Statement also constitutes Post-Effective Amendment No. 1 to
Registration Statement No. 333-61437 and such Post-Effective Amendment shall
hereafter become effective concurrently with the effectiveness of this
Registration Statement in accordance with Section 8(c) of the Securities Act of
1933.
<PAGE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT
TO SECTION 8(A), MAY DETERMINE.
================================================================================
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<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION; DATED JULY 16, 1999
PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
DEBT SECURITIES
WARRANTS
------------------------------------------------------------------------
By this Prospectus, we intend to offer at one or more times--
Debt Securities and Warrants to Purchase Debt Securities in one or
more series with an aggregate initial public offering price of up to
$9,368,183,000 (as described in the applicable Prospectus
Supplement).
------------------------------------------------------------------------
We will provide the specific terms of these securities in supplements to
this Prospectus. You should read this Prospectus and any supplements
carefully before you invest in the securities.
------------------------------------------------------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS JULY , 1999.
BEAR, STEARNS & CO. INC.
<PAGE>
THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. YOU SHOULD ONLY RELY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR ANY SUPPLEMENT TO THIS PROSPECTUS. WE HAVE NOT
AUTHORIZED ANYONE ELSE TO PROVIDE YOU WITH DIFFERENT INFORMATION. THESE
SECURITIES ARE NOT BEING OFFERED IN ANY STATE WHERE THE OFFER IS NOT PERMITTED.
YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR ANY SUPPLEMENT
TO THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT
OF THOSE DOCUMENTS.
----------------------------------
TABLE OF CONTENTS
Page
----
Where You Can Find More Information...........................................3
Certain Definitions...........................................................5
The Bear Stearns Companies Inc................................................6
Use of Proceeds...............................................................7
Ratio of Earnings to Fixed Charges............................................7
Description of Debt Securities................................................8
Description of Warrants......................................................16
Limitations on Issuance of Bearer Debt Securities and Bearer Warrants........20
Plan of Distribution.........................................................21
ERISA Considerations.........................................................23
Experts......................................................................24
Validity of the Securities...................................................24
2
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WHERE YOU CAN FIND MORE INFORMATION
We file annual and quarterly reports, proxy statements and other
information required by the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), with the Securities and Exchange Commission (the "SEC"). You
may read and copy any of these filed documents at the SEC's public reference
rooms located at 450 Fifth Street, N.W., Washington, D.C. 20549, at Seven World
Trade Center, 13th Floor, New York, New York 10048 and at Northwest Atrium
Center, 5000 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Our SEC filings are also available to the public from the SEC's
web site at http://www.sec.gov. Copies of these reports, proxy statements and
other information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
We have filed with the SEC a registration statement on Form S-3 (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the securities. This Prospectus, which
constitutes a part of that Registration Statement, does not include all the
information contained in that Registration Statement and its exhibits. For
further information with respect to the securities, you should consult the
Registration Statement and its exhibits.
Statements contained in this Prospectus concerning the provisions of any
documents are necessarily summaries of those documents, and each statement is
qualified in its entirety by reference to the copy of the document filed with
the SEC. The Registration Statement and any of its amendments, including
exhibits filed as a part of the Registration Statement or an amendment to the
Registration Statement, are available for inspection and copying through the
entities listed above.
The SEC allows us to "incorporate by reference" the information that we
file with them, which means that we can disclose important information to you by
referring you to the other information we have filed with the SEC. The
information that we incorporate by reference is considered to be part of this
Prospectus, and information that we file later with the SEC will automatically
update and supersede this information.
The following documents filed by us with the SEC pursuant to Section 13 of
the Exchange Act (File No. 1-8989) and any future filings under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act made before the termination of the
offering are incorporated by reference:
(1) the Annual Report on Form 10-K (including the portions of our
Annual Report to Stockholders and Proxy Statement incorporated by
reference therein) for the fiscal year ended June 30, 1998;
(2) the Quarterly Reports on Form 10-Q for the quarters ended
September 25, 1998, December 31, 1998 and March 26, 1999, and the
Quarterly Report on Form 10-Q/A for the quarter ended December 31, 1998;
and
(3) the Current Reports on Form 8-K dated July 21, 1998, August 26,
1998, October 14, 1998, October 30, 1998, December 9, 1998, December 16,
1998, December 21, 1998, January 19, 1999, January 20, 1999, February 23,
1999, April 12, 1999, April 14, 1999 and June 28, 1999.
We will provide to you without charge, a copy of any or all documents
incorporated by reference into this Prospectus except the exhibits to those
documents (unless they are specifically incorporated by reference in those
documents). You may request copies by writing or telephoning us at our Corporate
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Communications Department, The Bear Stearns Companies Inc., 245 Park Avenue, New
York, New York 10167; telephone number (212) 272-2000.
4
<PAGE>
CERTAIN DEFINITIONS
Unless otherwise stated in this Prospectus:
o "we," "us" and "our" refer to The Bear Stearns Companies Inc. and its
subsidiaries;
o "AMEX" refers to the American Stock Exchange;
o "Bear Stearns" refers to Bear, Stearns & Co. Inc.;
o "BSSC" refers to Bear, Stearns Securities Corp.;
o "BSIL" refers to Bear, Stearns International Limited;
o "NYSE" refers to the New York Stock Exchange; and
o "NASD" refers to the National Association of Securities Dealers, Inc.
Bear Stearns, BSSC and BSIL are subsidiaries of The Bear Stearns Companies Inc.
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THE BEAR STEARNS COMPANIES INC.
We are a holding company that, through our principal subsidiaries, Bear
Stearns, BSSC and BSIL, is a leading U.S. investment banking, securities
trading and brokerage firm serving corporations, governments and
institutional and individual investors worldwide. Our business includes:
o market-making and trading in corporate, U.S. government,
government-agency, mortgage-related, asset-backed and municipal
securities;
o trading in equity and debt corporate securities, options, futures,
foreign currencies, interest-rate swaps and other derivative
products;
o securities and commodities arbitrage;
o securities, options and commodities brokerage;
o underwriting and distributing securities;
o providing securities clearance services;
o financing customer activities;
o securities lending;
o arranging for the private placement of securities;
o advising clients in mergers, acquisitions, restructurings and
leveraged transactions;
o providing other financial advisory services;
o making principal investments in leveraged acquisitions;
o acting as specialist on the floor of the NYSE and the AMEX;
o providing fiduciary and other services, including real estate
brokerage, investment management and investment advisory; and
o conducting financial market and securities research.
Our business is conducted:
o from our principal offices in New York City;
o from domestic regional offices in Atlanta, Boston, Chicago, Dallas,
Los Angeles and San Francisco;
o from representative offices in Beijing, Hong Kong and Shanghai;
o from a branch office in Lugano;
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o through international subsidiaries in Buenos Aires, Dublin, Hong
Kong, London, Sao Paulo, Singapore and Tokyo; and
o through joint ventures with other firms in Belgium, Madrid and the
Philippines.
Our foreign offices provide services and engage in investment activities
involving foreign clients and international transactions. We provide
trust-company services through our subsidiary, Custodial Trust Company, located
in Princeton, New Jersey.
Bear Stearns and BSSC are broker-dealers registered with the SEC. They
also are members of the NYSE, all other principal United States securities and
commodities exchanges, 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. BSIL is a securities broker
dealer based in London. BSIL is regulated by the Securities and Futures
Authority in the United Kingdom and is a member of the London International
Financial Futures Exchange, the London Securities & Derivatives Exchange, the
International Petroleum Exchange and the London Commodity Exchange.
We are incorporated in the State of Delaware. Our principal executive
office is located at 245 Park Avenue, New York, New York 10167 and our telephone
number is (212) 272-2000. Our Internet address is http://www.bearstearns.com.
USE OF PROCEEDS
Unless otherwise specified in the applicable Prospectus Supplement, we
intend to use the net proceeds from the sale of the securities for general
corporate purposes, which may include additions to working capital, the
repayment of short-term debt and investments in, or extensions of credit to,
subsidiaries.
RATIO OF EARNINGS TO FIXED CHARGES
The ratio was calculated by dividing the sum of the fixed charges into the
sum of the earnings before taxes and fixed charges. Fixed charges for purposes
of the ratio consist of interest expense and certain other immaterial expenses.
The table below presents the ratio of earnings to fixed charges for the
fiscal years ended June 30, 1994, 1995, 1996, 1997 and 1998 and the nine months
ended March 27, 1998 and March 26, 1999.
Year Ended June 30, Nine Months Ended
---------------------------------------- -----------------------
March 27, March 26,
1994 1995 1996 1997 1998 1998 1999
---- ---- ---- ---- ---- --------- ---------
1.6 1.2 1.4 1.4 1.3 1.3 1.2
7
<PAGE>
DESCRIPTION OF DEBT SECURITIES
This section describes certain general terms and provisions of the debt
securities to which any Prospectus Supplement may relate. The particular terms
of any debt securities offered by a Prospectus Supplement and the extent to
which these general terms and provisions will not apply to the particular series
of debt securities being offered, will be described in the Prospectus Supplement
relating to that particular series of debt securities.
We will issue the debt securities under the Indenture, dated as of May 31,
1991, as amended (the "Indenture"), between us and The Chase Manhattan Bank
(formerly known as Chemical Bank and successor by merger to Manufacturers
Hanover Trust Company), as trustee (the "Trustee").
The terms of the debt securities include those stated in the Indenture and
those made part of the Indenture by reference to the Trust Indenture Act of
1939, as amended. We have filed a copy of the Indenture as an exhibit to the
Registration Statement of which this Prospectus forms a part. A copy of the
Indenture is available as set forth under the section entitled "Where You Can
Find More Information."
This section, along with the description in the applicable Prospectus
Supplement, is a summary of the material provisions of the Indenture and is not
complete. It does not restate the Indenture in its entirety. We urge you to read
the Indenture because it, and not these descriptions, defines your rights as a
holder of debt securities.
GENERAL
We may offer debt securities for an aggregate principal amount of up to
$9,368,183,000 under this Prospectus. As of the date of this Prospectus, we have
issued approximately $44,545,989,650 aggregate principal amount of debt
securities under the Indenture, of which $15,567,596,175 is outstanding. The
Indenture permits us to:
o issue debt securities at various times in one or more series;
o issue an unlimited principal amount of debt securities;
o provide for the issuance of other debt securities under the Indenture
other than those authorized on the date of this Prospectus at various
times and without your consent; and
o "reopen" a previous issue of a series of debt securities and issue
additional debt securities of the series.
Unless we provide otherwise in an applicable Prospectus Supplement, we
will issue debt securities only in registered form without coupons in
denominations of $1,000 and integral multiples of $1,000, and in bearer form
with or without coupons in the denomination of $5,000. If we issue bearer debt
securities of a series, we will describe the federal income tax consequences and
other special considerations applicable to those bearer debt securities in the
Prospectus Supplement relating to that series.
Unless we provide otherwise in the applicable Prospectus Supplement and
subject to any limitations in the Indenture, you may transfer or exchange your
registered securities at the corporate trust office or agency of the Trustee in
the City and State of New York without paying a service charge, other than
applicable tax or governmental charges. Bearer debt securities will be
transferable by delivery. We
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will describe the provisions relating to the exchange of bearer debt securities
of any series in the Prospectus Supplement relating to that series.
If the principal, any premium or interest on the debt securities of any
series is payable in a foreign or composite currency, the applicable Prospectus
Supplement will describe any restrictions, elections, federal income tax
consequences, specific terms and other information that apply to those debt
securities and the currency.
We may sell one or more series of debt securities at a substantial
discount below the stated principal amount, bearing either no interest or
interest at a rate that at the time of issuance is below market rate. One or
more series of debt securities may be variable rate debt securities that may be
exchanged for fixed rate debt securities. We will describe the federal income
tax consequences and other special considerations applicable to a series in the
Prospectus Supplement relating to that series.
RANKING
The debt securities will be unsecured and will rank equally with all of
our other unsecured and unsubordinated indebtedness. We extend credit to our
subsidiaries at various times. Any credit we may extend to our subsidiaries may
be subordinated to the claims of unaffiliated creditors of those subsidiaries.
We are a holding company and depend on the earnings and cash flow of our
subsidiaries to meet our obligations under the debt securities. Because the
creditors of our subsidiaries generally would have a right to receive payment
superior to our right to receive payment from the assets of our subsidiaries,
the holders of our debt securities will effectively be subordinated to the
creditors of our subsidiaries. If we were to liquidate or reorganize, your right
to participate in any distribution of our subsidiaries' assets is necessarily
subject to the senior claims of the subsidiaries' creditors. Furthermore, the
Exchange Act and the rules of certain exchanges and other regulatory bodies, as
well as covenants governing certain indebtedness of our subsidiaries, impose net
capital requirements on some of our subsidiaries that limit their ability to pay
dividends or make loans and advances to us.
METHODS OF RECEIVING PAYMENT ON THE DEBT SECURITIES
Registered Debt Securities. Unless we otherwise provide in the applicable
Prospectus Supplement, if the debt securities are in registered form, then the
principal, any premium and interest will be payable at the corporate trust
office or agency of the Trustee in the City and State of New York.
Interest payments made before maturity or redemption on registered debt
securities may be made:
o at our option, by check mailed to the address of the person entitled
to payment; or
o at your option, if you hold at least $10 million in principal amount
of registered debt securities, by wire transfer to an account you
have designated in writing at least 16 days before the date on which
the payment is due.
Bearer Debt Securities. Unless we provide otherwise in the applicable
Prospectus Supplement, if the debt securities are in bearer form, then the
principal, any premium and interest will be payable at the Trustee's office
located outside the United States that is maintained for this purpose. No
payment on a bearer debt security will be made by mail to a U.S. address or by
wire transfer to an account maintained in the United States, or will otherwise
be made inside the United States, unless otherwise provided in the applicable
Prospectus Supplement.
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NOTICES
Registered Debt Securities. Unless otherwise provided in the applicable
Prospectus Supplement, any notice given to a holder of a registered debt
security will be mailed to the last address of such holder set forth in the
applicable security register.
Bearer Debt Securities. Any notice given to a holder of a bearer debt
security will be published in a daily newspaper of general circulation in the
city or cities specified in the Prospectus Supplement relating to such bearer
debt security.
GLOBAL SECURITIES
The debt securities may be issued in whole or in part in the form of one
or more global securities that will be deposited with, or on behalf of, a
depositary identified in the Prospectus Supplement relating to such series.
Global securities may be issued in either registered or bearer form and in
either temporary or definitive form.
Unless and until a global security is exchanged in whole or in part for
the applicable definitive debt securities, a global security may only be
transferred as a whole by:
o the depositary for the global security to a nominee of the
depositary; or
o a nominee of the depositary to the depositary or another nominee of
the depositary; or
o the depositary or any nominee of the depositary to a successor of the
depositary or a nominee of the successor.
Each Prospectus Supplement relating to a series will describe the specific
terms of the depositary arrangement with respect to the applicable debt
securities of that series. We anticipate that the following provisions will
apply to all depositary arrangements.
Once a global security is issued, the depositary will credit on its
book-entry system the respective principal amounts of the individual debt
securities represented by that global security to the accounts of institutions
that have accounts with the depositary. These institutions are known as
participants. The underwriters for the debt securities will designate the
accounts to be credited. However, if we have offered or sold the debt securities
either directly or through agents, we or the agents will designate the
appropriate accounts to be credited.
Ownership of beneficial interest in a global security will be limited to
participants or persons that may hold beneficial interests through participants.
Ownership of beneficial interest in a global security will be shown on, and the
transfer of that ownership will be effected only through, records maintained by
the depositary's participants or persons that hold through participants. The
laws of some states require that certain purchasers of securities take physical
delivery of securities. Such limits and such laws may limit the market for
beneficial interests in a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of a global security, the depositary or nominee, as the case
may be, will be considered the sole owner or holder of the debt securities
represented by the global security for all purposes under the Indenture. Except
as provided below, owners of beneficial interests in a global security:
o will not be entitled to have debt securities represented by global
securities registered in their names;
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o will not receive or be entitled to receive physical delivery of debt
securities in definitive form; and
o will not be considered the owners or holders of these securities
under the Indenture.
Subject to the restrictions discussed under the section entitled
"Limitations on Issuance of Bearer Debt Securities and Bearer Warrants,"
payments of principal, any premium and interest on the individual debt
securities registered in the name of the depositary or its nominee will be made
to the depositary or its nominee, as the case may be, as the holder of such
global security. Neither we nor the Trustee will have any responsibility or
liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests of a global security, or for maintaining,
supervising or reviewing any records relating to beneficial ownership interests
and each of us and the Trustee may act or refrain from acting without liability
on any information provided by the depositary.
We expect that the depositary, after receiving any payment of principal,
any premium or interest in respect of a global security, will immediately credit
the accounts of the participants with payment in amounts proportionate to their
respective holdings in principal amount of beneficial interest in a global
security as shown on the records of the depositary. We also expect that payments
by participants to owners of beneficial interests in a global security will be
governed by standing customer instructions and customary practices, as is now
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such
participants.
Receipt by owners of beneficial interests in a temporary global security
of payments of principal, any premium or interest relating to their interests
will be subject to the restrictions discussed under the section entitled
"Limitations on Issuance of Bearer Debt Securities and Bearer Warrants."
If interest is paid on a bearer global security, or if no interest has
been paid but the bearer global security remains outstanding beyond a reasonable
period of time after the restricted period (as defined in applicable U.S.
Treasury regulations) has ended, the depositary must provide us with a
certificate to the effect that the owners of the beneficial interests in the
bearer global security are non-U.S. persons or U.S. persons that are permitted
to hold bearer debt securities under applicable U.S.
Treasury regulations.
In general, U.S. persons that are permitted to hold bearer debt securities
are U.S. persons who acquire the securities through the foreign branch of
certain U.S. financial institutions and certain U.S. financial institutions that
hold the bearer debt securities for resale to non-U.S. persons or who hold the
bearer debt securities on their own account through a foreign branch. The
certificate must be provided within a reasonable period of time after the end of
the restricted period, but in no event later than the date when interest is
paid. The certificate must be based on statements provided to the depositary by
the owners of the beneficial interests.
If the depositary is at any time unwilling or unable or ineligible to
continue as depositary and we have not appointed a successor depositary within
90 calendar days, we will issue debt securities in certificated form in exchange
for all outstanding global securities.
In addition, we may at any time determine not to have debt securities
represented by a global security. In that event, we will issue debt securities
in definitive form in exchange for all global securities. An owner of a
beneficial interest in the global securities to be exchanged will be entitled to
delivery in definitive form of debt securities equal in principal amount to such
beneficial interest and to have such debt securities registered in its name.
Individual debt securities of the series so issued will be issued as:
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(1) registered debt securities in denominations, unless we specify
otherwise, of $1,000 and integral multiples of $1,000 if the debt
securities of that series are issuable as registered debt securities;
(2) bearer debt securities in the denomination or denominations we
have specified if the debt securities of that series are issuable as
bearer debt securities; or
(3) either registered or bearer debt securities, if the debt
securities of that series are issuable in either form.
You should read the section entitled "Limitations on Issuance of Bearer
Securities and Bearer Warrants" for a description of certain restrictions on the
issuance of individual bearer debt securities in exchange for beneficial
interests in a global security.
LIMITATION ON LIENS
We may not, and may not permit any of our Restricted Subsidiaries to,
issue, incur, assume, guarantee or suffer to exist any indebtedness for borrowed
money secured by a pledge of, lien on or security interest in any shares of
voting stock of any Restricted Subsidiary without effectively providing that the
securities issued under the Indenture, including the debt securities, will be
secured equally and ratably with such secured indebtedness.
The term "Restricted Subsidiary" as defined in the Indenture means Bear
Stearns, Custodial Trust Company, BSSC and any of our other subsidiaries owning,
directly or indirectly, any of the common stock of, or succeeding to a
significant portion of the business, property or assets of, a Restricted
Subsidiary, or with which a Restricted Subsidiary is merged or consolidated.
MERGER AND CONSOLIDATION
We may consolidate or merge with or into any other corporation, and may
sell, lease or convey all or substantially all of our assets to any corporation,
organized and existing under the laws of the United States or any U.S. state,
if:
(1) we or any other successor corporation shall not immediately after the
merger or consolidation be in default under the Indenture; and
(2) the continuing corporation (if other than us), or the resulting
entity that receives substantially all of our assets, shall expressly
assume:
(a) payment of the principal of, and premium, if any, and interest
on, (and any additional amounts payable in respect of) the debt
securities and
(b) performance and observance of all of the covenants and
conditions of the Indenture to be performed or observed by us.
Unless otherwise provided in the applicable Prospectus Supplement, the
Indenture permits:
o a consolidation, merger, sale of assets or other similar transaction
that may adversely affect our creditworthiness or that of a successor
or combined entity;
o a change in control; or
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o a highly leveraged transaction involving us, whether or not involving
a change in control;
and the Indenture, therefore, will not protect holders of the debt securities
from the substantial impact that any of the transactions described above may
have on the value of the debt securities.
MODIFICATION AND WAIVER
With the consent of the holders of 66 2/3% in principal amount of the
outstanding debt securities of each series affected, we and the Trustee may
modify or amend the Indenture, without the consent of each holder of the
outstanding debt security affected, unless the modification or amendment:
o changes the stated maturity or the date of any installment of
principal of, or interest on, any debt security or changes its
redemption price or optional redemption price;
o reduces the principal amount of, or the rate of interest on, or the
amount of any additional amount payable on, any debt security, or
reduces the amount of principal that could be declared due and
payable before the stated maturity of that debt security, or changes
our obligation to pay any additional amounts (except as permitted
under the Indenture), or reduces the amount of principal of a
discount security that would be due and payable if accelerated under
the Indenture;
o changes the place or currency of any payment of principal, premium,
if any, or interest on any debt security;
o impairs the right to institute suit for the enforcement of any
payment on or with respect to any debt security;
o reduces the percentage in principal amount of the outstanding debt
securities of any series, the consent of whose holders is required to
modify or amend the Indenture; or
o modifies the foregoing requirements or reduces the percentage of
outstanding debt securities necessary to waive any past default to
less than a majority.
We may make any of these amendments or modifications, however, with the consent
of the holder of each outstanding debt security affected.
Except with respect to certain fundamental provisions of which a default
would require the consent of the holders of each outstanding security of a
series affected to waive, the holders of at least a majority in principal amount
of outstanding debt securities of any series may, with respect to that series,
waive past defaults under the Indenture and waive compliance with certain
provisions of the Indenture, either in a specific instance or generally.
EVENTS OF DEFAULT
Under the Indenture, an "Event of Default" with respect to any series
of debt securities means:
(1) a failure to pay any interest, or any additional amounts payable, on
any debt securities of that series for 30 days after payment is due;
(2) a failure to pay the principal of, and premium, if any, on any debt
security of that series when due;
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(3) a failure to deposit any sinking fund payment when due relating to
that series;
(4) a failure to perform any other covenant contained in the Indenture or
relating to that series that has continued for 60 days after written
notice was provided;
(5) a failure lasting 10 days after notice relating to any of our other
indebtedness for borrowed money or indebtedness of any Restricted
Subsidiary in excess of $10 million, that results in such
indebtedness becoming due and payable before maturity;
(6) certain events of bankruptcy, insolvency or reorganization; and
(7) any other Event of Default with respect to debt securities of that
series.
CONCERNING THE TRUSTEE
Within 90 days after any default, the Trustee will notify you of the
default, unless the default is cured or waived.
The Trustee may withhold notice of a default (except a default relating to
the payment of principal, premium or interest, or any additional amounts related
to any debt security or the payment of any sinking fund installment), if the
Trustee in good faith determines that withholding notice is in your interests.
If we fail, or a Restricted Subsidiary fails, to pay for 10 days after
receiving notice of a default relating to amounts declared due and payable
before maturity on any indebtedness in excess of $10 million, the Trustee will
not give notice for at least an additional 30 days.
If an event of default for any series of debt securities occurs and
continues, the Trustee or the holders of 25% of the aggregate principal amount
(or any lesser amount that the series may provide) of the outstanding debt
securities affected by the default may require us to immediately repay the
entire principal amount (or any lesser amount that the series may provide) of
the outstanding debt securities of such series.
So long as the Trustee has not yet obtained a judgment or decree for
payment of money due, and we have paid all amounts due (other than those due
solely as a result of acceleration) and have remedied all Events of Default, the
holders of a majority in principal amount of the outstanding debt securities of
the affected series may rescind any acceleration or may waive any past default.
However, the holders of a majority in principal amount of all outstanding debt
securities of the affected series may not waive any Event of Default with
respect to any series of debt securities in the following two circumstances:
o a failure to pay the principal of, and premium, if any, or interest
on, or any additional amounts payable in respect of, any debt
security of that series for which payment had not been subsequently
made; or
o a covenant or provision that cannot be modified or amended without
the consent of each holder of outstanding debt security of that
series.
The holders of a majority in principal amount of the outstanding debt
securities of a series may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee or exercising any trust or
power conferred on the Trustee with respect to debt securities of that series,
provided that this direction is not in conflict with any rule of law or the
Indenture. Before proceeding to exercise any right or power under the Indenture
at the direction of those holders, the Trustee will be
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entitled to receive from those holders reasonable security or indemnity against
the costs, expenses and liabilities which might be incurred by it in complying
with any such direction.
We are required to deliver to the Trustee an annual statement as to our
fulfillment of all of our obligations under the Indenture.
DEFEASANCE
If provided for under the Indenture with respect to debt securities of
any series that are registered debt securities denominated and payable only
in U.S. dollars (except as otherwise provided under the Indenture), we will:
o be discharged from any and all obligations in respect of the debt
securities of that series under the Indenture (except for certain
obligations to register the transfer or exchange of debt securities
of that series, replace stolen, lost or mutilated debt securities of
that series, maintain paying agents and hold moneys for payment in
trust) on the 91st day after the applicable conditions described in
this paragraph have been satisfied; or
o not be subject to provisions of the Indenture described above under
the subsections entitled "--Limitation on Liens" and "--Merger and
Consolidation" with respect to the debt securities of that series;
in each case if we deposit with the Trustee, in trust, money or U.S. government
obligations that, through the payment of interest and principal in accordance
with their terms, will provide money in an amount sufficient to pay all the
principal (including any mandatory sinking fund payments) of, and premium, if
any, and any interest on, the debt securities of that series on the dates such
payments are due in accordance with the terms of those debt securities.
To exercise either option, we are required to deliver to the Trustee an
opinion of counsel to the effect that:
(1) the deposit and related defeasance would not cause the holders of the
debt securities of the series being defeased to recognize income,
gain or loss for U.S. federal income tax purposes; and
(2) if the debt securities of that series are then listed on the NYSE,
the exercise of the option would not result in delisting.
We may specify defeasance provisions with respect to any series of debt
securities under the terms of the Indenture.
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DESCRIPTION OF WARRANTS
This section sets forth certain general terms and provisions of the
warrants to which any Prospectus Supplement may relate. The particular terms of
the warrants offered by any Prospectus Supplement and the extent to which such
general terms and provisions will not apply to the warrants so offered will be
described in the Prospectus Supplement relating to those warrants.
We may issue warrants for the purchase of debt securities, warrants to buy
or sell debt securities of or guaranteed by the United States or other sovereign
states ("Government debt securities"), warrants to buy or sell currencies,
currency units or units of a currency index or currency basket, warrants to buy
or sell units of a stock index or stock basket and warrants to buy and sell a
commodity or units of a commodity index or basket. Warrants may be offered
independently of or together with any series of debt securities and may be
attached to or separate from those debt securities. The warrants will be settled
either through physical delivery or through payment of a cash settlement value
as set forth in this Prospectus and in any applicable Prospectus Supplement.
Each series of warrants will be issued under a separate warrant agreement
to be entered into between us and a bank or a trust company, as warrant agent,
all as described in the Prospectus Supplement relating to that series of
warrants. The warrant agent will act solely as our agent under the applicable
warrant agreement and in connection with the certificates for any warrants of
that series, and will not assume any obligation or relationship of agency or
trust for or with any holders of those warrant certificates or beneficial owners
of those warrants.
This section, along with the description in the applicable Prospectus
Supplement, is a summary of certain provisions of the forms of warrant
agreements and warrant certificates and is not complete. We urge you to read the
warrant agreements and the warrant certificates, because those documents, and
not these descriptions, define your rights as a holder of warrants. We have
filed copies of the forms of the warrant agreements and warrant certificates as
exhibits to the Registration Statement of which this Prospectus is a part.
Copies of the forms of warrant agreements and warrant certificates are available
as set forth under the section entitled "Where You Can Find More Information."
GENERAL
The terms of any particular series of warrants will be described in the
Prospectus Supplement relating to that particular series of warrants, including,
where applicable:
(1) whether the warrant is for debt securities, Government debt
securities, currencies, currency units, currency indices or currency
baskets, stock indices, stock baskets, commodities, commodity indices
or any other index or reference as described in the warrant;
(2) the offering price;
(3) the currency, currency unit, currency index or currency basket based
on or relating to currencies for which those warrants may be
purchased;
(4) the date on which the right to exercise those warrants will commence
and the date on which that right will expire;
(5) whether those warrants are to be issuable in registered or bearer
form;
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(6) whether those warrants are extendible and the period or periods of
such extendibility;
(7) the terms upon which bearer warrants of any series may be exchanged
for registered warrants of that series;
(8) whether those warrants will be issued in book-entry form, as a global
warrant certificate, or in certificated form;
(9) U.S. federal income tax consequences applicable to those warrants;
and
(10) any other terms of those warrants not inconsistent with the
applicable warrant agreement.
If the offered warrants are to purchase debt securities, the Prospectus
Supplement will also describe:
(1) the designation, aggregate principal amount, currency, currency unit
or currency basket and other terms of the debt securities purchasable
upon exercise of those warrants;
(2) the designation and terms of the debt securities with which those
warrants are issued and the number of those warrants issued with each
such debt security;
(3) the date or dates on and after which those warrants and the related
debt securities will be separately transferable; and
(4) the principal amount of debt securities purchasable upon exercise of
one offered warrant and the price at which and currency, currency
unit or currency basket in which such principal amount of debt
securities may be purchased upon such exercise.
Before you exercise your warrants, you will not have any of the rights of
holders of the debt securities of the series purchasable upon such exercise,
including the right to receive payments of principal, any premium or interest on
those debt securities, or to enforce any of the covenants in the Indenture.
If the offered warrants are to buy or sell Government debt securities or a
currency, currency unit, currency index or currency basket, the Prospectus
Supplement will describe:
o the amount and designation of the Government debt securities or
currency, currency unit, currency index or currency basket, as the
case may be, subject to each warrant; and
o whether those warrants provide for cash settlement or delivery of the
Government debt securities or currency, currency unit, currency index
or currency basket upon exercise.
If the offered warrants are warrants on a stock index or a stock basket,
they will provide for payment of an amount in cash that will be determined by
reference to increases or decreases in such stock index or stock basket. The
Prospectus Supplement will describe:
o the terms of those warrants;
o the stock index or stock basket covered by those warrants; and
o the market to which the stock index or stock basket relates.
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If the offered warrants are warrants on a commodity or commodity index,
those warrants will provide for cash settlement or delivery of the particular
commodity or commodity index. The Prospectus Supplement will describe:
o the terms of those warrants;
o the commodity or commodity index covered by those warrants; and
o any market to which the commodity or commodity index relates.
You may exchange registered warrants of any series for registered warrants
of the same series representing in total the number of warrants that you have
surrendered for exchange. To the extent permitted, you may exchange warrant
certificates and transfer registered warrants at the corporate trust office of
the warrant agent for that series of warrants (or any other office indicated in
the Prospectus Supplement relating to that series of warrants).
As the applicable Prospectus Supplement permits, a single global warrant
certificate, registered in the name of the nominee of the depository of the
warrants, or definitive certificates that may be exchanged on a fixed date, or
on a date or dates selected by us, for interests in a global warrant certificate
may be issued for:
o warrants to buy or sell Government debt securities or a currency,
currency unit, currency index or currency basket; and
o warrants on stock indices or stock baskets or on commodities or
commodity indices.
Bearer warrants will be transferable by delivery. The applicable
Prospectus Supplement will describe the terms of exchange applicable to any
bearer warrants.
EXERCISE OF WARRANTS
As set forth in, or calculable from, the Prospectus Supplement relating to
each series of warrants, each warrant you purchase will entitle you to:
o buy the equivalent amount of the debt securities;
o buy or sell the equivalent amount of Government debt securities;
o buy or sell the equivalent amount of a currency, currency unit,
currency index or currency basket, commodity or commodities at the
exercise price;
o receive a settlement value for the equivalent amount of Government
debt securities; or
o receive a settlement value for the equivalent amount of a currency,
currency unit, currency index or currency basket, stock index or
stock basket, commodity or commodity index.
You may exercise your warrants at the corporate trust office of the
warrant agent (or any other office indicated in the Prospectus Supplement
relating to those warrants) up to 5:00 p.m., New York time, on the date stated
in the Prospectus Supplement relating to those warrants or as may be otherwise
stated in the Prospectus Supplement. If you do not exercise your warrants before
the time on that date (or such later date that we may set), your unexercised
warrants will become void.
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Subject to any restrictions and additional requirements that may be set
forth in the Prospectus Supplement, you may exercise your warrants by:
o delivery to the warrant agent of the warrant certificate evidencing
such warrants properly completed and duly executed; and
o payment as provided in the applicable Prospectus Supplement of the
amount required to purchase the debt securities, or (except in the
case of warrants providing for cash settlement) payment for or
delivery of the Government debt securities or currency, currency
unit, currency basket, stock index, stock basket, commodity or
commodity index, as the case may be, purchased or sold upon such
exercise.
Only registered debt securities will be issued and delivered upon exercise
of registered warrants. Warrants will be deemed to have been exercised upon
receipt of such warrant certificate and any payment, if applicable, at the
corporate trust office of the warrant agent or any other office indicated in the
applicable Prospectus Supplement and we will, as soon as practicable after such
receipt and payment, issue and deliver the debt securities purchasable upon such
exercise, or buy or sell such Government debt securities or currency, currency
unit, currency basket, commodity or commodities or pay the settlement value in
respect of the warrants.
If fewer than all of the warrants represented by such warrant certificate
are exercised, a new warrant certificate will be issued for the remaining amount
of the warrants. Special provisions relating to the exercise of any bearer
warrants or automatic exercise of warrants will be described in the applicable
Prospectus Supplement.
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LIMITATIONS ON ISSUANCE OF
BEARER DEBT SECURITIES AND BEARER WARRANTS
In compliance with U.S. federal income tax laws and regulations, we and
any underwriter, agent or dealer participating in the offering of any bearer
debt security will agree that, in connection with the original issuance of the
bearer debt security or during the restricted period (as defined in applicable
U.S. Treasury regulations) of the bearer debt security, we will not offer, sell
or deliver such bearer debt security, directly or indirectly, to a U.S. Person
or to any person within the United States, except to the extent permitted under
U.S. Treasury regulations.
Each bearer debt security, including any bearer global securities that are
not exchangeable for definitive individual securities before their stated
maturity, will bear the following legend on the face of the security and on any
interest coupons that may be detachable:
"Any United States Person who holds this obligation will be subject to
limitations under the United States income tax laws, including the
limitations provided in Sections 165(j) and 1287(a) of the Internal
Revenue Code."
The legend also will be evidenced on any book-entry system maintained with
respect to the bearer debt securities.
The sections referred to in this legend prohibit, with certain exceptions,
a U.S. taxpayer who holds bearer debt securities to deduct any loss, and such
U.S. taxpayer will not be eligible for capital gain treatment with respect to
any gain, realized on a sale, exchange, redemption or other disposition of those
bearer debt securities.
As used in this Prospectus, "United States" means the United States of
America and its possessions, and "U.S. Person" means a citizen or resident of
the United States, a corporation, partnership or other entity created or
organized in or under the laws of the United States, or an estate or trust the
income of which is subject to U.S. federal income taxation regardless of its
source.
Pending the availability of a definitive global security or individual
bearer debt securities, as the case may be, debt securities that are issuable as
bearer debt securities may initially be represented by a single temporary global
security. Subject to any further limitations described in the applicable
Prospectus Supplement, the temporary global security will be exchangeable for
interests in either a definitive global security or for such individual bearer
debt securities only upon receipt of a "Certificate of Non-U.S. Beneficial
Ownership." However, if the certificate has already been provided by the
depositary, because interest has been paid on the global security or because a
reasonable period of time after the end of the restricted period has passed, the
global security will not be exchangeable for interests in either a definitive
global security or individual bearer debt securities.
The Prospectus Supplement relating to bearer warrants will describe any
limitations on the offer, sale, delivery and exercise of bearer warrants
(including a requirement that a Certificate of Non-U.S. Beneficial Ownership
be delivered once a bearer warrant is exercised).
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PLAN OF DISTRIBUTION
We may sell the securities in any of three ways:
o 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);
o through broker-dealers (including Bear Stearns) we have designated to
act on our behalf as agents; or
o directly to one or more purchasers.
Each Prospectus Supplement will set forth the manner and terms of an
offering of securities, including:
o whether that offering is being made to underwriters or through
agents;
o any underwriting discounts, dealer concessions, agency commissions
and any other items that may be deemed to constitute underwriters',
dealers' or agents' compensation;
o the securities' purchase price or initial public offering price; and
o the proceeds we anticipate from the sale of the securities.
When securities are to be sold to underwriters, unless otherwise set forth
in the applicable Prospectus Supplement, the underwriters' obligations to
purchase those securities will be subject to certain conditions precedent. If
the underwriters purchase any of the securities, they will be obligated to
purchase all of the securities. The underwriters will acquire the securities for
their own accounts and may resell them, either directly to the public or to
securities dealers, at various times in one or more transactions, including
negotiated transactions, either at a fixed public offering price or at varying
prices determined at the time of sale.
Any initial public offering price and any concessions allowed or reallowed
to dealers may be changed intermittently.
To the extent that any securities underwritten by Bear Stearns are not
resold by Bear Stearns for an amount at least equal to their public offering
price, the proceeds from the offering of those securities will be reduced. Bear
Stearns intends to resell any of those securities at various times after the
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 our account and will receive commissions from us as will be set
forth in the applicable Prospectus Supplement.
Securities bought in accordance with a redemption or repayment under their
terms also may be offered and sold, if so indicated in the applicable Prospectus
Supplement, in connection with a remarketing by one or more firms acting as
principals for their own accounts or as agents for us. Any remarketing firm will
be identified and the terms of its agreement, if any, with us and its
compensation
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will be described in the Prospectus Supplement. Remarketing firms may be deemed
to be underwriters in connection with the securities remarketed by them.
If so indicated in the applicable Prospectus Supplement, we 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 with the distribution 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 us,
to indemnification by us against certain civil liabilities, including
liabilities under the Securities Act, or to contribution by us 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 us or our affiliates in the ordinary course of business.
Following the initial distribution of any series of securities, Bear
Stearns may offer and sell previously issued securities of that series at
various times in the course of its business as a broker-dealer. Bear Stearns may
act as principal or agent in those transactions. Bear Stearns will use this
Prospectus and the Prospectus Supplement applicable to those securities 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 under this
Registration Statement or an applicable Prospectus Supplement, 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 the
applicable Prospectus Supplement permits, 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 us 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 of the securities. 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 our wholly owned subsidiary, each distribution of
securities will conform to the requirements set forth in Rule 2720 of the NASD
Conduct Rules.
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ERISA CONSIDERATIONS
Section 4975 of the Internal Revenue Code of 1986, as amended (the
"Code"), prohibits the borrowing of money, the sale of property and certain
other transactions involving the assets of plans that are qualified under the
Code ("Qualified Plans") or individual retirement accounts ("IRAs") and persons
who have certain specified relationships to them. Section 406 of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"), prohibits similar
transactions involving employee benefit plans that are subject to ERISA ("ERISA
Plans"). Qualified Plans, IRAs and ERISA Plans are in this Prospectus
collectively referred to as "Plans."
Persons who have such specified relationships are referred to as "parties
in interest" under ERISA and as "disqualified persons" under the Code. "Parties
in interest" and "disqualified persons" encompass a wide range of persons,
including any fiduciary (for example, investment manager, trustee or custodian),
any person providing services (for example, a broker), the Plan sponsor, an
employee organization any of whose members are covered by the Plan, and certain
persons related to or affiliated with any of the foregoing.
Each of the us, Bear Stearns and BSSC is considered a "party in interest"
or "disqualified person" with respect to many Plans, including IRAs established
with any of them. The purchase and/or holding of securities by a Plan with
respect to which we, Bear Stearns and/or BSSC is a fiduciary and/or a service
provider (or otherwise is a "party in interest" or "disqualified person") would
constitute or result in a prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code, unless such securities are acquired or held pursuant
to and in accordance with an applicable statutory or administrative exemption.
Applicable exemptions may include the exemption for services under Section
408(b)(2) of ERISA and certain prohibited transaction class exemptions ("PTCEs")
(for example, PTCE 84-14 relating to qualified professional asset managers, PTCE
96-23 relating to certain in-house asset managers, PTCE 90-1 relating to
insurance company pooled separate accounts, PTCE 91-38 relating to bank
collective trust funds, PTCE 95-60 relating to insurance company general
accounts and PTCEs 75-1 and 86-128 relating to securities transactions involving
employee benefit plans and broker-dealers).
A fiduciary who causes an ERISA Plan to engage in a non-exempt prohibited
transaction may be subject to a penalty under ERISA. Code Section 4975 generally
imposes an excise tax on disqualified persons who engage, directly or
indirectly, in similar types of non-exempt transactions with the assets of Plans
subject to such Section.
In accordance with ERISA's general fiduciary requirement, a fiduciary with
respect to any ERISA Plan who is considering the purchase of securities on
behalf of such plan should determine whether such purchase is permitted under
the governing plan document and is prudent and appropriate for the ERISA Plan in
view of its overall investment policy and the composition and diversification of
its portfolio. Plans established with, or for which services are provided by,
us, Bear Stearns and/or BSSC should consult with counsel before making any
acquisition.
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EXPERTS
The consolidated financial statements and the related financial statement
schedules incorporated in this prospectus by reference from our 1998 Annual
Report on Form 10-K have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their reports, which are incorporated in this Prospectus
by reference, and have been so incorporated in reliance upon the reports of such
firm given upon their authority as experts in accounting and auditing.
VALIDITY OF THE SECURITIES
The validity of the debt securities and the warrants will be passed on for
us by Cadwalader, Wickersham & Taft, New York, New York.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUs
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the
issuance and distribution of the securities being registered. All amounts shown
are estimated, except the SEC registration fee and the NASD filing fee.
SEC registration fee................................. $2,085,000
Trustee's fees and expenses.......................... 10,000
Accounting fees...................................... 10,000
Legal fees and expenses.............................. 250,000
Printing and engraving fees.......................... 20,000
NASD filing fee...................................... 30,500
Miscellaneous........................................ 1,500
----------
Total $2,407,000
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General Corporation Law
which provides for indemnification of directors and officers in certain
circumstances.
Article VIII of the registrant's Restated Certificate of Incorporation
provides for indemnification of directors and officers of the registrant against
certain liabilities incurred as a result of their duties as such and also
provides for the elimination of the monetary liability of directors for certain
actions as such. The registrant's Restated Certificate of Incorporation, as
amended, is filed as Exhibit 4(a)(1) to the Registration Statement on Form S-3
(No. 333-57083) filed June 17, 1998.
We, as registrant, have in effect reimbursement insurance for our
directors' and officers' liability claims and directors' and officers' liability
insurance indemnifying, respectively, ourselves and our directors and officers
within specific limits for certain liabilities incurred, subject to the
conditions and exclusions and deductible provisions of the policies.
For the undertaking with respect to indemnification, see Item 17 in this
Prospectus.
ITEM 16. EXHIBITS.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1(a) Form of Underwriting Agreement.(1)
1(b) Form of Distribution Agreement.(1)
1(c) Distribution Agreement, including form of Terms Agreement,
dated November 8, 1991, for Medium-Term Notes ("MTN
Distribution Agreement").(2)
1(d) Amendment No. 1, dated December 4, 1991, to the MTN
Distribution Agreement.(3)
1(e) Form of Amendment No. 2 to the MTN Distribution Agreement.(3)
1(f) Form of Underwriting Agreement for Offering of Global Notes.(4)
II-1
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EXHIBIT NO. DESCRIPTION
- ----------- -----------
4(a)(1) Indenture, dated as of May 31, 1991, between The Bear Stearns
Companies Inc. and The Chase Manhattan Bank (formerly known as
Chemical Bank and successor by merger to Manufacturers Hanover
Trust Company).(5)
4(a)(2) Supplemental Indenture, dated as of January 29, 1998, between
The Bear Stearns Companies Inc. and The Chase Manhattan
Bank.(6)
4(b)(1) Form of Fixed Rate Senior Note.(7)
4(b)(2) Form of Medium-Term Note, Series B (Fixed Rate).(7)
4(b)(3) Form of Medium-Term Note, Series B (Floating Rate).(3)
4(b)(4) Form of Medium-Term Note, Series B (Floating Rate
Extendible).(3)
4(b)(5) Form of Floating Rate Note (LIBOR).(9)
4(b)(6) Form of Floating Rate Note (CMT).(10)
4(b)(7) Form of Note (Common-Linked Higher Income Participation
Securities).(10)
4(b)(8) Form of Note (S&P 500 Linked Note).(11)
4(b)(9) Form of Global Note.(12)
4(b)(10) Form of Medium-Term Note, Series B (Fixed Rate; S&P
Linked).(13)
4(c)(1) Form of Warrant Agreement, including form of Warrant
Certificate, for warrants to purchase debt securities.(1)
4(c)(2) Form of Warrant Agreement, including form of Warrant
Certificate (for warrants to be sold separately from debt
securities), for warrants to purchase debt securities.(1)
4(c)(3) Form of Warrant Agreement for warrants to purchase other
securities, currencies or units.(3)
4(c)(4) Form of Warrant Agreement relating to AMEX Hong Kong 30 Index
Call Warrants.(14)
4(c)(5) Form of Warrant Agreement relating to AMEX Hong Kong 30 Index
Put Warrants.(15)
4(c)(6) Form of Warrant Agreement relating to the Japan Index Call
Warrants.(16)
4(c)(7) Form of Warrant Agreement relating to the Japan Index Put
Warrants.(17)
4(c)(8) Form of Warrant Agreement relating to the Japanese Yen Put
Warrants.(18)
4(c)(9) Form of Warrant Agreement relating to Nikkei 225 Index Strike
Reset Call Warrants.(19)
4(c)(10) Form of Warrant Agreement relating to Vantage Point Portfolio
Call Warrants.(20)
II-2
<PAGE>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5 Opinion of Cadwalader, Wickersham & Taft.*
12 Computation of Ratio of Earnings to Fixed Charges.*
23(a) Consent of Deloitte & Touche LLP.*
23(b) Consent of Cadwalader, Wickersham & Taft (included in Exhibit
5).*
24 Power of attorney (included in the signature pages to the
Registration Statement).*
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Chase Manhattan Bank
(separately bound).*
- ----------
* Filed herewith
(1) Incorporated by reference to similarly numbered exhibits to the
registrant's Registration Statement No. 33-44521 on Form S-3.
(2) Incorporated by reference to Exhibit 1(a) to the registrant's Registration
Statement No. 33-43482 on Form S-3.
(3) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-48829 on Form S-3.
(4) Incorporated by reference to Exhibit 1(a)(2) to the registrant's Current
Report on Form 8-K filed with the Securities Exchange Commission on April
6, 1998.
(5) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-40933 on Form S-3.
(6) Incorporated by reference to the similarly numbered exhibit to the
registrant's Current Report on Form 8-K filed with the Securities Exchange
Commission on February 2, 1998.
(7) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-57824 on Form S-3.
(8) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 333-03685 on Form S-3.
(9) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-50393 on Form S-3.
(10) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-52701 on Form S-3.
(11) Incorporated by reference to Exhibit 2.3 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
May 15, 1997.
(12) Incorporated by reference to the similarly numbered exhibit to the
registrant's Current Report on Form 8-K filed with the Securities Exchange
Commission on April 6, 1998.
(13) Incorporated by reference to the similarly numbered exhibit to the
registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 21, 1998.
(14) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
December 6, 1993.
(15) Incorporated by reference to Exhibit 1.2 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
December 6, 1993.
(16) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
July 19, 1994.
(17) Incorporated by reference to Exhibit 1.2 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
July 19, 1994.
II-3
<PAGE>
(18) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
December 13, 1994.
(19) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
October 13, 1995.
(20) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
February 12, 1996.
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or its most recent
post-effective amendment) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered), and any
deviation from the low or high end of the estimated maximum offering
range, may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (a)(i) and
(a)(ii) above do not apply if the information required with or furnished to the
SEC to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(d) That, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
15(d) of the Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
II-4
<PAGE>
(e) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions referred to in Item 15 of this
Registration Statement, or otherwise, the registrant has been advised that in
the opinion of the SEC such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
hereby certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on July 16, 1999.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Samuel L. Molinaro, Jr.
----------------------------------------
SAMUEL L. MOLINARO, JR.
Senior Vice President - Finance and
Chief Financial Officer
We, the undersigned officers and directors of The Bear Stearns Companies
Inc., hereby severally constitute Alan C. Greenberg, James E. Cayne and Samuel
L. Molinaro, Jr., and any of them singly, our true and lawful attorneys with
full power to them, and each of them singly, to sign for us and in our name in
the capacities indicated below, any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-3 filed by The Bear Stearns
Companies Inc. with the Securities and Exchange Commission, and generally to do
all such things in our name and behalf in such capacities to enable The Bear
Stearns Companies Inc. to comply with the provisions of the Securities Act of
1933, as amended, and all requirements of the Securities and Exchange
Commission, and we hereby ratify and confirm our signatures as they may be
signed by our said attorneys, or any of them, to any and all such amendments.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on July 16, 1999.
SIGNATURE TITLE
--------- -----
/s/ Alan C. Greenberg Chairman of the Board and Director
- --------------------------------
ALAN C. GREENBERG
/s/ James E. Cayne
- -------------------------------- President, Chief Executive Officer and
JAMES E. CAYNE Director (Principal Executive Officer)
/s/ Carl D. Glickman
- -------------------------------- Director
CARL D. GLICKMAN
/s/ Donald J. Harrington
- -------------------------------- Director
DONALD J. HARRINGTON
/s/ William L. Mack
- -------------------------------- Director
WILLIAM L. MACK
/s/ Frank T. Nickell
- -------------------------------- Director
FRANK T. NICKELL
- -------------------------------- Director
FREDERIC V. SALERNO
/s/ Vincent Tese
- -------------------------------- Director
VINCENT TESE
- -------------------------------- Director
FRED WILPON
/s/ Samuel L. Molinaro, Jr.
- -------------------------------- Senior Vice President - Finance and
SAMUEL L. MOLINARO, JR. Chief Financial Officer (Principal
Financial Officer)
/s/ Marshall J Levinson
- -------------------------------- Controller and Assistant Secretary
MARSHALL J LEVINSON (Principal Accounting Officer)
II-7
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1(a) Form of Underwriting Agreement.(1)
1(b) Form of Distribution Agreement.(1)
1(c) Distribution Agreement, including form of Terms Agreement,
dated November 8, 1991, for Medium-Term Notes ("MTN
Distribution Agreement").(2)
1(d) Amendment No. 1, dated December 4, 1991, to the MTN
Distribution Agreement.(3)
1(e) Form of Amendment No. 2 to the MTN Distribution Agreement.(3)
1(f) Form of Underwriting Agreement for Offering of Global Notes.(4)
4(a)(1) Indenture, dated as of May 31, 1991, between The Bear Stearns
Companies Inc. and The Chase Manhattan Bank (formerly known as
Chemical Bank and successor by merger to Manufacturers Hanover
Trust Company).(5)
4(a)(2) Supplemental Indenture, dated as of January 29, 1998, between
The Bear Stearns Companies Inc. and The Chase Manhattan
Bank.(6)
4(b)(1) Form of Fixed Rate Senior Note.(7)
4(b)(2) Form of Medium-Term Note, Series B (Fixed Rate).(7)
4(b)(3) Form of Medium-Term Note, Series B (Floating Rate).(3)
4(b)(4) Form of Medium-Term Note, Series B (Floating Rate
Extendible).(3)
4(b)(5) Form of Floating Rate Note (LIBOR).(9)
4(b)(6) Form of Floating Rate Note (CMT).(10)
4(b)(7) Form of Note (Common-Linked Higher Income Participation
Securities).(10)
4(b)(8) Form of Note (S&P 500 Linked Note).(11)
4(b)(9) Form of Global Note.(12)
4(b)(10) Form of Medium-Term Note, Series B (Fixed Rate; S&P
Linked).(13)
4(c)(1) Form of Warrant Agreement, including form of Warrant
Certificate, for warrants to purchase debt securities.(1)
4(c)(2) Form of Warrant Agreement, including form of Warrant
Certificate (for warrants to be sold separately from debt
securities), for warrants to purchase debt securities.(1)
4(c)(3) Form of Warrant Agreement for warrants to purchase other
securities, currencies or units.(3)
II-8
<PAGE>
EXHIBIT NO. DESCRIPTION
- ----------- -----------
4(c)(4) Form of Warrant Agreement relating to AMEX Hong Kong 30 Index
Call Warrants.(14)
4(c)(5) Form of Warrant Agreement relating to AMEX Hong Kong 30 Index
Put Warrants.(15)
4(c)(6) Form of Warrant Agreement relating to the Japan Index Call
Warrants.(16)
4(c)(7) Form of Warrant Agreement relating to the Japan Index Put
Warrants.(17)
4(c)(8) Form of Warrant Agreement relating to the Japanese Yen Put
Warrants.(18)
4(c)(9) Form of Warrant Agreement relating to Nikkei 225 Index Strike
Reset Call Warrants.(19)
4(c)(10) Form of Warrant Agreement relating to Vantage Point Portfolio
Call Warrants.(20)
5 Opinion of Cadwalader, Wickersham & Taft*
12 Computation of Ratio of Earnings to Fixed Charges.*
23(a) Consent of Deloitte & Touche LLP.*
23(b) Consent of Cadwalader, Wickersham & Taft (included in Exhibit
5).*
24 Power of attorney (included in the signature pages to the
Registration Statement).*
25 Form T-1 Statement of Eligibility and Qualification under the
Trust Indenture Act of 1939 of The Chase Manhattan Bank
(separately bound).*
- ----------
* Filed herewith
(1) Incorporated by reference to similarly numbered exhibits to the
registrant's Registration Statement No. 33-44521 on Form S-3.
(2) Incorporated by reference to Exhibit 1(a) to the registrant's Registration
Statement No. 33-43482 on Form S-3.
(3) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-48829 on Form S-3.
(4) Incorporated by reference to Exhibit 1(a)(2) to the registrant's Current
Report on Form 8-K filed with the Securities Exchange Commission on April
6, 1998.
(5) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-40933 on Form S-3.
(6) Incorporated by reference to the similarly numbered exhibit to the
registrant's Current Report on Form 8-K filed with the Securities Exchange
Commission on February 2, 1998.
(7) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-57824 on Form S-3.
(8) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 333-03685 on Form S-3.
(9) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-50393 on Form S-3.
II-9
<PAGE>
(10) Incorporated by reference to the similarly numbered exhibit to the
registrant's Registration Statement No. 33-52701 on Form S-3.
(11) Incorporated by reference to Exhibit 2.3 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
May 15, 1997.
(12) Incorporated by reference to the similarly numbered exhibit to the
registrant's Current Report on Form 8-K filed with the Securities Exchange
Commission on April 6, 1998.
(13) Incorporated by reference to the similarly numbered exhibit to the
registrant's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 21, 1998.
(14) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
December 6, 1993.
(15) Incorporated by reference to Exhibit 1.2 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
December 6, 1993.
(16) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
July 19, 1994.
(17) Incorporated by reference to Exhibit 1.2 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
July 19, 1994.
(18) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
December 13, 1994.
(19) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
October 13, 1995.
(20) Incorporated by reference to Exhibit 1.1 to the registrant's Registration
Statement on Form 8-A filed with the Securities and Exchange Commission on
February 12, 1996.
II-10
Exhibit 5
[Letterhead of Cadwalader, Wickersham & Taft]
July 16, 1999
The Board of Directors
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Gentlemen:
We have acted as special counsel to The Bear Stearns Companies Inc.
(the "Company") in connection with the preparation and filing by the Company
with the Securities and Exchange Commission (the "Commission") of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended (the "Securities Act"), with respect to debt securities (the
"Debt Securities") and warrants (the "Warrants") with an aggregate initial
public offering price of up to $9,368,183,000. The Debt Securities will be
issued by the Company, substantially in the forms of the drafts incorporated by
reference as Exhibits 4(b)(1) through 4(b)(10) to the Registration Statement,
pursuant to the terms of the Indenture, dated as of May 31, 1991, as amended
(the "Indenture"), between the Company and The Chase Manhattan Bank (formerly
known as Chemical Bank and the successor by merger to the Manufacturers Hanover
Trust Company), as trustee (the "Trustee"), incorporated by reference as Exhibit
4(a) to the Registration Statement. The Warrants will be issued by the Company
under Warrant Agreements substantially in the forms of the drafts incorporated
by reference as Exhibits 4(c)(1) through 4(c)(10) to the Registration Statement
(collectively, the "Warrant Agreements"). The Debt Securities and the Warrants
will be sold by the Company either (i) directly on its own behalf, (ii) pursuant
to one or more Underwriting Agreements substantially in the forms of the drafts
incorporated by reference as Exhibit 1(a) and Exhibit 1(f) to the Registration
Statement (each, an "Underwriting Agreement") or (iii) pursuant to one or more
Distribution Agreements substantially in the forms of the drafts incorporated by
reference as Exhibit 1(b) and Exhibit 1(c) (as amended by Exhibits 1(d) and
1(e)) to the Registration Statement (each, a "Distribution Agreement").
In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement, the
Prospectus that is a part of the Registration Statement (the "Prospectus"), the
forms of Debt Securities constituting Exhibits 4(b)(1) through 4(b)(10) to the
Registration Statement, the forms of Warrant Agreements
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc. - 2 - July 16, 1999
constituting Exhibits 4(c)(1) through 4(c)(10) to the Registration Statement,
the form of Warrant Certificate attached as Exhibit A to the Warrant Agreements,
the forms of Underwriting Agreement, the forms of Distribution Agreement, and
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of officers and representatives of the
Company, and have made such inquiries of such officers and representatives, as
we have deemed relevant and necessary as a basis for the opinions hereinafter
set forth.
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. We have further assumed that all documents examined by us in the form
of drafts will, when executed by the requisite signatories thereto, conform in
substance and form in all material respects to the drafts that we have examined.
As to all questions of fact material to this opinion that have not been
independently established, we have relied upon certificates of officers and
representatives of the Company.
Based on the foregoing, we are of the opinion that:
(i) the Debt Securities, when duly authorized and executed by the
Company, authenticated by the Trustee pursuant to the terms of
the Indenture and sold and delivered by the Company as
contemplated by the Prospectus, as the same may be supplemented
from time to time, will be legally issued and will constitute
binding obligations of the Company entitled to the benefits of
the Indenture in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors'
rights and remedies generally, and subject, as to enforceability,
to general principles of equity, including principles of
commercial reasonableness, good faith and fair dealing
(regardless of whether enforcement is sought in a proceeding at
law or in equity); and
(ii) the Warrants, when duly authorized and executed by the Company,
authenticated by the Warrant Agent (as defined in the Prospectus)
pursuant to the terms of the Warrant Agreements and sold and
delivered by the Company as contemplated by the Prospectus, as
the same may be supplemented from time to time, will be legally
issued and will constitute binding obligations of the Company
entitled to the benefits of the Warrant Agreements in accordance
with their terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar
laws affecting creditors' rights and remedies generally, and
subject, as to enforceability, to general principles of equity,
including principles of commercial reasonableness, good faith and
fair dealing (regardless of whether enforcement is sought in a
proceeding at law or in equity).
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc. - 3 - July 16, 1999
We are members of the Bar of the State of New York, and in rendering
the opinions above, we do not purport to be an expert in, or express any opinion
concerning, the laws of any jurisdiction other than the substantive laws of the
State of New York, the General Corporation Law of the State of Delaware and the
substantive federal laws of the United States of America (in each case without
regard to conflicts of law principles).
We hereby consent to the filing of this opinion letter as an exhibit
to the Registration Statement and to the reference to this Firm in the
Prospectus constituting a part of the Registration Statement under the caption
"Validity of the Securities," without admitting that we are "experts" within the
meaning of the Securities Act or the rules and regulations of the Commission
issued thereunder with respect to any part of the Registration Statement,
including this exhibit.
We further consent to the use of this letter as an exhibit to
applications to the securities commissioners of various states of the United
States for registration or qualification of the Debt Securities and the Warrants
under the securities laws of such states.
Very truly yours,
/s/ Cadwalader, Wickersham & Taft
Exhibit 12
<TABLE>
THE BEAR STEARNS COMPANIES INC.
STATEMENT RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(In thousands, except for ratio)
<CAPTION>
(UNAUDITED) (UNAUDITED)
NINE-MONTHS NINE-MONTHS FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR FISCAL YEAR
ENDED ENDED ENDED ENDED ENDED ENDED ENDED
MARCH 26, MARCH 27, JUNE 30, JUNE 30, JUNE 30, JUNE 30, JUNE 30,
1999 1998 1998 1997 1996 1995 1994
----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Earnings before taxes
on income............. $ 633,718 $ 792,466 $1,063,492 $1,013,690 $ 834,926 $ 388,082 $ 642,799
Add: Fixed Charges
Interest........... 2,539,402 2,613,611 3,638,513 2,551,364 1,981,171 1,678,515 1,023,866
Interest factor
in rents........... 23,654 22,410 30,130 26,516 25,672 24,594 21,772
---------- ---------- ---------- ---------- ---------- ---------- ----------
Total fixed charges..... 2,563,056 2,636,021 3,668,643 2,577,880 2,006,843 1,703,109 1,045,638
---------- ---------- ---------- ---------- ---------- ---------- ----------
Earnings before fixed
charges and taxes on
income................ $3,196,774 $3,428,487 $4,732,135 $3,591,570 $2,841,769 $2,091,191 $1,688,437
========== ========== ========== ========== ========== ========== ==========
Ratio of earnings to
fixed charges......... 1.2 1.3 1.3 1.4 1.4 1.2 1.6
========== ========== ========== ========== ========== ========== ==========
</TABLE>
Exhibit 23(a)
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Bear Stearns Companies Inc. on Form S-3 of our reports dated
August 21, 1998, appearing in and incorporated by reference in the Annual Report
on Form 10-K of The Bear Stearns Companies Inc., for the year ended June 30,
1998, and to the reference to us under the heading "Experts" in the Prospectus,
which is part of the Registration Statement.
/s/ DELOITTE & TOUCHE LLP
July 16, 1999
New York, New York
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF
A CORPORATION DESIGNATED TO ACT AS TRUSTEE
-------------------------------------------
CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
----------------------------------------
THE CHASE MANHATTAN BANK
(Exact name of trustee as specified in its charter)
NEW YORK 13-4994650
(State of incorporation (I.R.S. employer
if not a national bank) identification No.)
270 PARK AVENUE
NEW YORK, NEW YORK 10017
(Address of principal executive offices) (Zip Code)
William H. McDavid
General Counsel
270 Park Avenue
New York, New York 10017
Tel: (212) 270-2611
(Name, address and telephone number of agent for service)
---------------------------------------------
THE BEAR STEARNS COMPANIES INC.
(Exact name of obligor as specified in its charter)
DELAWARE 13-3286161
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification No.)
245 PARK AVENUE
NEW YORK, NEW YORK 10167
(Address of principal executive offices) (Zip Code)
----------------------------------
Debt Securities
(Title of the indenture securities)
- ------------------------------------------------------------------------------
<PAGE>
GENERAL
Item 1. General Information.
Furnish the following information as to the trustee:
(a) Name and address of each examining or supervising authority to
which it is subject.
New York State Banking Department,
Suite 2310
5 Empire State Plaza
Albany, New York 12223
Board of Governors of the Federal Reserve System
20th and C Street, NW
Washington, D.C., 20551
Federal Reserve Bank of New York
District No. 2
33 Liberty Street
New York, N.Y. 10045
Federal Deposit Insurance Corporation
550 Seventeenth Street NW
Washington, D.C. 20429
(b) Whether it is authorized to exercise corporate trust powers.
Yes.
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee, describe each such
affiliation.
None.
Item 16. List of Exhibits
List below all exhibits filed as a part of this Statement of
Eligibility.
1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-
-2-
<PAGE>
50010, which is incorporated by reference. On July 14, 1996, in connection with
the merger of Chemical Bank and The Chase Manhattan Bank (National Association),
Chemical Bank, the surviving corporation, was renamed The Chase Manhattan Bank).
3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.
4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).
5. Not applicable.
6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).
7. A copy of the latest report of condition of the Trustee,
published pursuant to law or the requirements of its supervising or examining
authority.
8. Not applicable.
9. Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 16th day of July, 1999.
THE CHASE MANHATTAN BANK
By: /s/ Natalia Rodriguez
------------------------------------
Natalia Rodriguez
Trust Officer
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<PAGE>
Exhibit 7 to Form T-1
Bank Call Notice
RESERVE DISTRICT NO. 2
CONSOLIDATED REPORT OF CONDITION OF
The Chase Manhattan Bank
of 270 Park Avenue, New York, New York 10017
and Foreign and Domestic Subsidiaries,
a member of the Federal Reserve System,
at the close of business December 31, 1998, in accordance with a
call made by the Federal Reserve Bank of this District pursuant to the
provisions of the Federal Reserve Act.
DOLLAR AMOUNTS
ASSETS IN MILLIONS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin...... $13,915
Interest-bearing balances .............................. 7,805
Securities:
Held to maturity securities................................ 1,429
Available for sale securities.............................. 56,327
Federal funds sold and securities purchased under agreements
to resell............................................... 21,733
Loans and lease financing receivables:
Loans and leases, net of unearned income $131,095
Less: Allowance for loan and lease losses 2,711
Less: Allocated transfer risk reserve 0
Loans and leases, net of unearned income, -------
allowance, and reserve.................................. 128,384
Trading Assets ............................................ 48,949
Premises and fixed assets (including capitalized leases)... 3,095
Other real estate owned ................................... 239
Investments in unconsolidated subsidiaries and
associated companies.................................... 199
Customers' liability to this bank on acceptances outstanding 1,209
Intangible assets ......................................... 2,081
Other assets .............................................. 11,352
--------
TOTAL ASSETS .............................................. $296,717
========
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<PAGE>
LIABILITIES
Deposits
In domestic offices .................................... $105,879
Noninterest-bearing $39,175
Interest-bearing 66,704
In foreign offices, Edge and Agreement, ------
subsidiaries and IBF's.................................. 79,294
Noninterest-bearing $ 4,082
Interest-bearing 75,212
Federal funds purchased and securities sold under agreements
to repurchase.............................................. 32,546
Demand notes issued to the U.S. Treasury .................. 629
Trading liabilities ....................................... 36,807
Other borrowed money (includes mortgage indebtedness and
obligations under capitalized leases):
With a remaining maturity of one year or less .......... 4,478
With a remaining maturity of more than one year
through three years..................................... 213
With a remaining maturity of more than three years...... 115
Bank's liability on acceptances executed and outstanding... 1,209
Subordinated notes and debentures ......................... 5,408
Other liabilities ......................................... 10,855
TOTAL LIABILITIES ......................................... 277,433
-------
EQUITY CAPITAL
Perpetual preferred stock and related surplus.............. 0
Common stock .............................................. 1,211
Surplus (exclude all surplus related to preferred stock)... 11,016
Undivided profits and capital reserves .................... 6,762
Net unrealized holding gains (losses) on available-for-sale
securities................................................. 279
Cumulative foreign currency translation adjustments ....... 16
TOTAL EQUITY CAPITAL ...................................... 19,284
------
TOTAL LIABILITIES AND EQUITY CAPITAL ...................... $296,717
========
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<PAGE>
I, Joseph L. Sclafani, E.V.P. & Controller of the above-named bank,
do hereby declare that this Report of Condition has been prepared in conformance
with the instructions issued by the appropriate Federal regulatory authority and
is true to the best of my knowledge and belief.
JOSEPH L. SCLAFANI
We, the undersigned directors, attest to the correctness of this
Report of Condition and declare that it has been examined by us, and to the best
of our knowledge and belief has been prepared in conformance with the
instructions issued by the appropriate Federal regulatory authority and is true
and correct.
WALTER V. SHIPLEY )
THOMAS G. LABRECQUE ) DIRECTORS
WILLIAM B. HARRISON, JR. )
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