BEAR STEARNS COMPANIES INC
S-3, EX-25, 2000-12-28
SECURITY BROKERS, DEALERS & FLOTATION COMPANIES
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                                                                      EXHIBIT 25

       -------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                            -------------------------

                                    FORM T-1

                            STATEMENT OF ELIGIBILITY
                    UNDER THE TRUST INDENTURE ACT OF 1939 OF
                   A CORPORATION DESIGNATED TO ACT AS TRUSTEE
                   -------------------------------------------
               CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF
                A TRUSTEE PURSUANT TO SECTION 305(b)(2) ________
                    ----------------------------------------

                            THE CHASE MANHATTAN BANK
               (Exact name of trustee as specified in its charter)


NEW YORK                                                              13-4994650
(State of incorporation                                         (I.R.S. employer
if not a national bank)                                      identification No.)

270 PARK AVENUE
New York, New York                                                         10017
(Address of principal executive offices)                              (Zip Code)

                               William H. McDavid
                                 General Counsel
                                 270 Park Avenue
                            New York, New York 10017
                               Tel: (212) 270-2611
            (Name, address and telephone number of agent for service)
                  ---------------------------------------------
                         THE BEAR STEARNS COMPANIES INC.
               (Exact name of obligor as specified in its charter)

DELAWARE                                                              13-3286161
(State or other jurisdiction of                                 (I.R.S. employer
incorporation or organization)                               identification No.)

245 PARK AVENUE
NEW YORK, NEW YORK                                                         10167
 (Address of principal executive offices)                             (Zip Code)

                                 Debt Securities
                       (Title of the indenture securities)


<PAGE>

                                     GENERAL

Item 1.   General Information.

          Furnish the following information as to the trustee:

          (a)  Name and address of each examining or supervising authority to
               which it is subject.

               New York State Banking Department, 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.


                                     - 2 -

<PAGE>

Item 16.  List of Exhibits

          List below all exhibits filed as a part of this Statement of
Eligibility.

          1. A copy of the Articles of Association of the Trustee as now in
effect, including the Organization Certificate and the Certificates of Amendment
dated February 17, 1969, August 31, 1977, December 31, 1980, September 9, 1982,
February 28, 1985, December 2, 1991 and July 10, 1996 (see Exhibit 1 to Form T-1
filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

          2. A copy of the Certificate of Authority of the Trustee to Commence
Business (see Exhibit 2 to Form T-1 filed in connection with Registration
Statement No. 33-50010, which is incorporated by reference. On July 14, 1996, in
connection with the merger of Chemical Bank and The Chase Manhattan Bank
(National Association), Chemical Bank, the surviving corporation, was renamed
The Chase Manhattan Bank).

          3. None, authorization to exercise corporate trust powers being
contained in the documents identified above as Exhibits 1 and 2.

          4. A copy of the existing By-Laws of the Trustee (see Exhibit 4 to
Form T-1 filed in connection with Registration Statement No. 333-06249, which is
incorporated by reference).

          5.  Not applicable.

          6. The consent of the Trustee required by Section 321(b) of the Act
(see Exhibit 6 to Form T-1 filed in connection with Registration Statement No.
33-50010, which is incorporated by reference. On July 14, 1996, in connection
with the merger of Chemical Bank and The Chase Manhattan Bank (National
Association), Chemical Bank, the surviving corporation, was renamed The Chase
Manhattan Bank).

          7. A copy of the latest report of condition of the Trustee, published
pursuant to law or the requirements of its supervising or examining authority.

          8.  Not applicable.

          9.  Not applicable.

                                    SIGNATURE

         Pursuant to the requirements of the Trust Indenture Act of 1939 the
Trustee, The Chase Manhattan Bank, a corporation organized and existing under
the laws of the State of New York, has duly caused this statement of eligibility
to be signed on its behalf by the undersigned, thereunto duly authorized, all in
the City of New York and State of New York, on the 28th day of December, 2000.

                                                THE CHASE MANHATTAN BANK

                                                By  /s/ Natalia Rodriguez
                                                    ---------------------------
                                                        Natalia Rodriguez
                                                        Assistant Vice President

                                   - 3 -

<PAGE>

                                                                       EXHIBIT 7

                              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 September 30, 2000, 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
                                                                    in Millions

                                     ASSETS

Cash and balances due from depository institutions:
     Noninterest-bearing balances and
     currency and coin .........................................      $ 17,515
     Interest-bearing balances .................................         4,770
Securities:  ...................................................
Held to maturity securities.....................................           598
Available for sale securities...................................        62,624
Federal funds sold and securities purchased under
     agreements to resell ......................................        30,503
Loans and lease financing receivables:
     Loans and leases, net of unearned income    $155,252
     Less: Allowance for loan and lease losses      2,445
     Less: Allocated transfer risk reserve ....         0
                                                 --------
     Loans and leases, net of unearned income,
     allowance, and reserve ....................................       152,807
Trading Assets .................................................        51,438
Premises and fixed assets (including capitalized
     leases)....................................................         4,205
Other real estate owned.........................................            17
Investments in unconsolidated subsidiaries and
     associated companies.......................................           379
Customers' liability to this bank on acceptances
     outstanding ...............................................           491
Intangible assets ..............................................         4,386
Other assets ...................................................        16,471
                                                                      --------
TOTAL ASSETS ...................................................      $346,204
                                                                      ========

                                      - 4 -

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                                   LIABILITIES
Deposits
     In domestic offices .......................................      $119,935
     Noninterest-bearing .......................................      $ 46,678
     Interest-bearing ..........................................        73,257
     In foreign offices, Edge and Agreement
     subsidiaries and IBF's ....................................        92,814
Noninterest-bearing ............................................      $  6,054
     Interest-bearing ..........................................        86,760

Federal funds purchased and securities sold under agreements
     to repurchase .............................................        51,959
Demand notes issued to the U.S. Treasury .......................           750
Trading liabilities ............................................        35,146
Other borrowed money (includes mortgage indebtedness
     and obligations under capitalized leases):
     With a remaining maturity of one year or less .............         5,226
     With a remaining maturity of more than one year
         through three years....................................             0
     With a remaining maturity of more than three years.........            95
Bank's liability on acceptances executed and outstanding                   491
Subordinated notes and debentures ..............................         5,874
Other liabilities ..............................................        12,460

TOTAL LIABILITIES ..............................................       324,750

                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus...................             0
Common stock ...................................................         1,211
Surplus  (exclude all surplus related to preferred stock)...            12,991
Undivided profits and capital reserves .........................         8,278
Net unrealized holding gains (losses)
on available-for-sale securities ...............................        (1,043)
Accumulated net gains (losses) on cash flow hedges..............             0
Cumulative foreign currency translation adjustments ............            17
TOTAL EQUITY CAPITAL ...........................................        21,454
                                                                      --------
TOTAL LIABILITIES AND EQUITY CAPITAL ...........................      $346,204
                                                                      ========

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 in- structions
issued by the appropriate Federal regulatory authority and is true and correct.

                                    WILLIAM B. HARRISON, JR. )
                                    HANS W. BECHERER         )   DIRECTORS
                                    H. LAURANCE FULLER       )

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