Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
New World Communications Group, Inc.
(Name of Issuer)
Common Stock - Class A
(Title of Class of Securities)
64927A103
(CUSIP Number)
Charles A. Nalbone, Bear, Stearns & Co. Inc.
115 South Jefferson Road, Whippany, NJ 07981
(201) 739-2202
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 12, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box [ ] .
Check the following box if a fee is being paid with this statement
[ ] . (A fee is not required only if the reporting person: 1) has a
previous statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and 2) has
filed no amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class. (See Rule 13d-7)
Note: When filing this statement, in paper format, six copies of
this statement, including exhibits, should be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
Page 2
CUSIP NO. 64927A103
13D
NAME OF REPORTING PERSON
S.S. OR I.R.S. NOTIFICATION NO. OF ABOVE PERSON:
1 BEAR, STEARNS & CO. INC.
IRS #13-3299429
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*:
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*:
WC, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d)(e):
[ X ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
7 SOLE VOTING POWER:
3,304,203
8 SHARED VOTING POWER:
88,205
9 SOLE DISPOSITIVE POWER:
3,304,203
10 SHARED DISPOSITIVE POWER:
88,205
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
3,392,408
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*:
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
9.2
14 TYPE OF REPORTING PERSON*:
BD
See Instructions Before Filling Out!
Page 3
SCHEDULE 13D
Item 1: Security and Issuer
(a) Title and Class: Common Stock - Class A
(b) Name and address: New World Communications Group, Inc.
3200 Windy Hill Road
Suite 1100-West
Atlanta, Georgia 30339
Item 2: Identity and Background Identity
(a) Name: Bear, Stearns & Co. Inc. ("Bear Stearns")
(b) Place of Organization: Delaware
(c)(i) Principal Business: Securities Broker/Dealer
(ii) Address: 245 Park Avenue
New York, NY 10167
The following information with respect to each executive officer and
director of Bear Stearns is set forth on Appendix I hereto: (i) name,
(ii) business address, and (iii) principal occupation or employment.
(d) None
(e) See Appendix II
(f) See Appendix I
Item 3: Source and Amount of Funds or Other Consideration
Working capital of Bear Stearns and personal funds of discretionary
clients. The aggregate purchase price of the 11,384,863 shares of Common Stock
was approximately $281,433,8131.
Item 4: Purpose of Transaction
Bear Stearns has acquired the Common Stock - Class A of New World
Communications Group, Inc. in the ordinary course of its business as a
broker/dealer in connection with its trading and investment activities. Bear
Stearns may acquireadditional securities of the Issuer or dispose of
securities of the Issuer in connection with such trading and investment
activities. Although the foregoing represents the range of activities
presently contemplated by Bear Stearns with respect to the Issuer, it should be
noted that the possible activities of Bear Stearns are subject to change at
any time.
Except as set forth above, Bear Stearns has no present plans or
intentions which relate to or would result in any of the actions described in
subparagraph (a) through (j) of Item 4 of Schedule 13D.
Page 4
SCHEDULE 13D
Item 5: Interest in Securities of the Issuer as of 11/12/96*
(a) Number: 3,392,408
Percentage: 9.2
(b) 1. Sole power to vote or to direct the vote: 3,304,203
2. Shared power to vote or to direct the vote: 88,205
3. Sole power to dispose or to direct the disposition: 3,304,203
4. Shared power to dispose or to direct the disposition: 88,205
(c) Information concerning transactions in the common stock effected by
Bear Stearns is set forth on Appendix III hereto.
(d) Inapplicable.
(e) Inapplicable.
Item 6: Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer:
On or about November 20, 1996, The Bear Stearns Companies Inc. issued a
US$73,193,785.27 Indexed Note due March 31, 1997 issued pursuant to the
US$2,500,000,000 Euro-Dragon Medium Term Note Programme of The Bear Stearns
Companies Inc. and Bear Stearns Bank plc whose principal repayment is linked to
the market price of the Securities of the Issuer. In connection with the Indexed
Note, Bear, Stearns International Limited entered into various security
documents which require it to pledge an aggregate of 300,000 shares to secure
its obligations under the security documents. The complete terms of the
Indexed Note and security documents in the forms attached hereto as exhibits
are incorporated by reference herein.
Item 7: Material to be Filed as Exhibits:
Exhibit 1 - Note
Exhibit 2 - Pricing Supplement
Exhibit 3 - Deed of Guarantee
Exhibit 4 - Mortgage of Shares
* Bear Stearns currently has an interest in 612,812 New World Communications
Group, Inc. Series A 6.375% Preferred Stock, which are immediately
convertable into 3,011,255 Common Stock - Class A. The figures in Item 5
represent the aggregate interest in New World Communications Group, Inc.
Common Stock - Class A that Bear Stearns would hold in the event that all of
the Preferred Stock were converted.
Page 5
Signature:
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true,
complete and correct.
Dated: 11/22/96 BEAR, STEARNS & CO. INC.
By: /s/
Donald A. Martocchio
Senior Managing Director
APPENDIX I
DIRECTORS AND EXECUTIVE OFFICERS OF BEAR, STEARNS & CO. INC.
Name Principal Occupation or Employment
Alan C. Greenberg Chairman of the Board and Director
James E. Cayne President, Chief Executive Officer and Director
Alan D. Schwartz Executive Vice President and Director
Warren J. Spector Executive Vice President and Director
Michael L. Tarnopol Executive Vice President and Director
John L. Knight Director
John M. Slade Director Emeritus
Kenneth L. Edlow Secretary
William J. Montgoris Chief Operating Officer
Michael J. Abatemarco Controller and Assistant Secretary
Michael Minikes Treasurer
Frederick B. Casey Assistant Treasurer
Mark E. Lehman Executive Vice President, General Counsel and
Director
Samuel L. Molinaro, Jr. Chief Financial Officer
John L. Knight is a citizen of the United Kingdom and his business
address is One Canada Square London E16 5AD England. Michael J. Abatemarco
is a citizen of the United States and his business address is One Metrotech
Center North, Brooklyn, New York 11201. All other Directors and Executive
Officers are citizens of the United States and their business address is 245
Park Avenue, New York, New York 10167. Bear, Stearns & Co. Inc. is a
wholly-owned subsidiary of The Bear Stearns Companies Inc. and of the persons
named, all but John L. Knight hold similar office in the parent company.
APPENDIX II
REGULATORY
January 16, 1992: In the Matter of the Distribution of Securities
Issued by Certain Government Sponsored Enterprises: We, along with most of
the other major dealers and banks, have settled an SEC administrative
proceeding relating to our participation in the primary distributions of
certain unsecured debt securities issued by GSEs (such as Fannie Mae,
Freddie Mac, Federal Home Bank) by agreeing to a $100,000 fine, an order
that we cease and desist from any further recordkeeping violations in
connection with the distribution of the securities and undertaking to
develop, implement and maintain policies reasonably designed to assure our
future compliance with proper recordkeeping rules.
APPENDIX III
Bear, Stearns & Co. Inc.
NEW WORLD COMMUNICATIONS GROUP, INC.
Trading from 9/13/96 through 11/21/96
(Various Firm Accounts)
(Aggregate Transactions)
DATE QUANTITY DESCRIPTION PRICE / ENTRY AMOUNT
11/21/96 3,000 New World Communications Group 24.875 74,625.00
11/21/96 -3,000 New World Communications Group 24.875 -74,625.00
11/20/96 100 New World Communications Group 24 2,400.00
11/20/96 3,000 New World Communications Group 24.625 73,875.00
11/20/96 -3,000 New World Communications Group 24.625 -73,875.00
11/19/96 1,000 New World Communications Group 24.25 24,250.00
11/19/96 1,000 New World Communications Group 23.875 23,875.00
11/19/96 -1,000 New World Communications Group 24 -24,000.00
11/19/96 -3,000 New World Communications Group 24 -72,000.00
11/18/96 1,000 New World Communications Group 24.375 24,375.00
11/15/96 7,000 New World Communications Group 24.5 171,500.00
11/15/96 10,000 New World Communications Group 24.3125 243,125.00
11/15/96 -7,000 New World Communications Group 24.5 -171,500.00
11/15/96 -7,100 New World Communications Group 24.625 -174,837.50
11/14/96 -27,000 New World Communications Group 24.5 -661,500.00
11/14/96 -10,000 New World Communications Group (S 24.5 -245,000.00
11/14/96 -20,000 New World Communications Group (S 24.375 -487,500.00
11/13/96 2,000 New World Communications Group 24.25 48,500.00
11/13/96 -20,000 New World Communications Group 24.375 -487,500.00
11/13/96 -66,400 New World Communications Group (S 25.5281 -1,695,065.84
11/12/96 612,218 New World Communications Group 124.4736 76,204,978.44
Series A-6.375% RED.PFD Stock
11/12/96 1,000 New World Communications Group 24.5 24,500.00
11/12/96 1,000 New World Communications Group 25 25,000.00
11/12/96 10,300 New World Communications Group 25.375 261,362.50
11/12/96 20,000 New World Communications Group 24.625 492,500.00
11/12/96 -20,000 New World Communications Group 25.625 -512,500.00
11/12/96 -20,000 New World Communications Group (S 24.625 -492,500.00
11/11/96 100 New World Communications Group 25.750 2,575.00
11/11/96 1,000 New World Communications Group 25.438 25,438.00
11/11/96 1,000 New World Communications Group 25.375 25,375.00
11/11/96 36,700 New World Communications Group 25.8126 947,322.42
11/11/96 -36,700 New World Communications Group 25.812 -947,300.40
11/11/96 -36,700 New World Communications Group (S 25.8126 -947,322.42
11/8/96 170 New World Communications Group 24.875 4,228.75
11/8/96 -2,000 New World Communications Group 25.625 -51,250.00
11/7/96 56,000 New World Communications Group 24.75 1,386,000.00
11/7/96 -56,000 New World Communications (Short) 24.75 -1,386,000.00
11/6/96 -208,300 New World Communications Group 25.375 -5,285,612.50
11/6/96 -37,900 New World Communications Group 25.438 -964,100.20
11/6/96 -9,400 New World Communications Group 25.5 -239,700.00
11/6/96 413,500 New World Communications Group 25.3965 10,501,452.75
11/6/96 -35,000 New World Communications Group 25.57 -894,950.00
11/6/96 -413,500 New World Communications (Short) 25.3965 -10,501,452.75
11/5/96 -250 New World Communications Group 25.25 -6,312.50
11/5/96 -411,400 New World Communications Group 25.5 -10,490,700.00
11/5/96 -105,000 New World Communications Group 25.438 -2,670,990.00
11/5/96 -14,400 New World Communications Group 25.625 -369,000.00
11/5/96 2,000 New World Communications Group 25.563 51,126.00
11/5/96 -10,000 New World Communications Group 25.313 -253,130.00
11/5/96 789,200 New World Communications Group 25.1483 19,847,038.36
11/5/96 667,200 New World Communications Group 25.4627 16,988,713.44
11/5/96 -789,200 New World Communications (Short) 25.1483 -19,847,038.36
11/5/96 -667,200 New World Communications (Short) 25.4627 -16,988,713.44
11/4/96 -135,000 New World Communications Group 25.063 -3,383,505.00
11/4/96 -184,200 New World Communications Group 25.25 -4,651,050.00
11/4/96 -121,200 New World Communications Group 25.125 -3,045,150.00
11/4/96 -78,000 New World Communications Group 25 -1,950,000.00
11/4/96 -2,000 New World Communications Group 25.078 -50,156.00
11/4/96 -32,000 New World Communications Group 25.188 -806,016.00
11/4/96 -100,000 New World Communications Group 25.313 -2,531,300.00
11/1/96 90,000 New World Communications Group 24.5881 2,212,929.00
11/1/96 -28,800 New World Communications Group 24.5 -705,600.00
11/1/96 -10,000 New World Communications Group 24.563 -245,630.00
11/1/96 -5,000 New World Communications Group 24.813 -124,065.00
11/1/96 -38,400 New World Communications Group 24.625 -945,600.00
11/1/96 -90,000 New World Communications (Short) 24.5881 -2,212,929.00
10/31/96 -56,000 New World Communications Group 24.75 -1,386,000.00
10/30/96 -2,000 New World Communications Group 24.75 -49,500.00
10/29/96 135 New World Communications Group 24.375 3,290.63
10/29/96 500 New World Communications Group 24.625 12,312.50
10/29/96 1,000 New World Communications Group 24.5 24,500.00
10/29/96 -3,000 New World Communications Group 24.5 -73,500.00
10/28/96 300 New World Communications Group 24.75 7,425.00
10/28/96 90,000 New World Communications Group 25.65 2,308,500.00
10/28/96 116,000 New World Communications Group 25.625 2,972,500.00
10/28/96 -90,000 New World Communications (Short) 25.65 -2,308,500.00
10/28/96 -116,000 New World Communications (Short) 25.625 -2,972,500.00
10/25/96 66,400 New World Communications Group 25.5281 1,695,065.84
10/25/96 -35,900 New World Communications Group 25.5 -915,450.00
10/25/96 -30,000 New World Communications Group 25.715 -771,450.00
10/25/96 -66,400 New World Communications (Short) 25.5281 -1,695,065.84
10/24/96 1,050 New World Communications Group 25.75 27,037.50
10/24/96 -13,500 New World Communications Group 25.5 -344,250.00
10/24/96 -72,500 New World Communications Group 25.688 -1,862,380.00
10/24/96 -3,000 New World Communications Group 25.563 -76,689.00
10/23/96 -115,900 New World Communications Group 25.625 -2,969,937.50
10/23/96 -2,000 New World Communications Group 25.75 -51,500.00
10/23/96 -4,500 New World Communications Group 25.59 -115,155.00
10/22/96 100 New World Communications Group 25.5 2,550.00
10/22/96 1,000 New World Communications Group 25.625 25,625.00
10/22/96 6,400 New World Communications Group 25.75 164,800.00
10/22/96 -7,000 New World Communications Group 25.5625 -178,937.50
10/21/96 2,000 New World Communications Group 26.875 53,750.00
10/21/96 25,000 New World Communications Group 26.5 662,500.00
10/21/96 500 New World Communications Group 25.6875 12,843.75
10/21/96 -1,000 New World Communications Group 26.375 -26,375.00
10/21/96 -3,500 New World Communications Group 26.5 -92,750.00
10/21/96 -20,000 New World Communications Group 26.25 -525,000.00
10/18/96 7,000 New World Communications Group 26.8125 187,687.50
10/18/96 10,000 New World Communications Group 26.75 267,500.00
10/18/96 13,500 New World Communications Group 26.802 361,827.00
10/17/96 100 New World Communications Group 26 2,600.00
10/17/96 200 New World Communications Group 26.125 5,225.00
10/17/96 -1,000 New World Communications Group 26.375 -26,375.00
10/17/96 -9,000 New World Communications Group 26.125 -235,125.00
10/16/96 12,800 New World Communications Group 26.0625 333,600.00
10/16/96 2,000 New World Communications Group 26.25 52,500.00
10/16/96 5,000 New World Communications Group 26.188 130,937.50
10/16/96 5,000 New World Communications Group 26 130,000.00
10/16/96 3,200 New World Communications Group 26.125 83,600.00
10/16/96 -2,000 New World Communications Group 26 -52,000.00
10/16/96 -21,500 New World Communications Group 26.17 -562,655.00
10/15/96 -3,000 New World Communications Group 25.375 -76,125.00
10/15/96 -6,900 New World Communications Group 25.75 -177,675.00
10/15/96 -1,200 New World Communications Group 25.875 -31,050.00
10/15/96 -3,500 New World Communications Group 25.438 -89,033.00
10/15/96 -3,900 New World Communications Group 25.75 -100,425.00
10/15/96 -1,000 New World Communications Group 25.125 -25,125.00
10/15/96 -1,000 New World Communications Group 25.5 -25,500.00
10/15/96 -1,100 New World Communications Group 25.375 -27,912.50
10/15/96 -2,000 New World Communications Group 25.25 -50,500.00
10/14/96 -5,000 New World Communications Group 26.375 -131,875.00
10/14/96 2,400 New World Communications Group 26.25 63,000.00
10/14/96 2,000 New World Communications Group 26.375 52,750.00
10/14/96 700 New World Communications Group 26.125 18,287.50
10/11/96 -1,000 New World Communications Group 25.625 -25,625.00
10/11/96 -10,000 New World Communications Group 25.906 -259,060.00
10/11/96 -200,000 New World Communications Group 26.016 -5,203,200.00
10/11/96 -1,175 New World Communications Group 25.75 -30,256.25
10/11/96 -66,700 New World Communications Group 26.063 -1,738,402.10
10/11/96 -56,500 New World Communications Group 25.813 -1,458,434.50
10/11/96 -34,000 New World Communications Group 26 -884,000.00
10/11/96 -12,300 New World Communications Group 25.875 -318,262.50
10/11/96 -35,500 New World Communications Group 25.938 -920,799.00
10/11/96 -3,700 New World Communications Group 25.5 -94,350.00
10/10/96 -2,000 New World Communications Group 25.125 -50,250.00
10/10/96 -2,000 New World Communications Group 24.625 -49,250.00
10/10/96 -25,000 New World Communications Group 24.975 -624,375.00
10/10/96 17,000 New World Communications Group 25.125 427,125.00
10/10/96 3,000 New World Communications Group 25.5 76,500.00
10/10/96 4,000 New World Communications Group 25.875 103,500.00
10/9/96 -75,000 New World Communications Group 24.858 -1,864,350.00
10/9/96 21,500 New World Communications Group 24.813 533,479.50
10/9/96 1,000 New World Communications Group 25 25,000.00
10/9/96 28,501 New World Communications Group 24.875 708,962.38
10/9/96 21,000 New World Communications Group 24.75 519,750.00
10/9/96 1,000 New World Communications Group 24.375 24,375.00
10/8/96 -3,400 New World Communications Group 25.25 -85,850.00
10/8/96 -10,000 New World Communications Group 25.188 -251,880.00
10/8/96 -10,000 New World Communications Group 25.125 -251,250.00
10/8/96 300 New World Communications Group 25 7,500.00
10/8/96 10,000 New World Communications Group 25.188 251,880.00
10/8/96 5,000 New World Communications Group 25.25 126,250.00
10/8/96 5,000 New World Communications Group 25.125 125,625.00
10/8/96 1,300 New World Communications Group 25.625 33,312.50
10/7/96 -1,000 New World Communications Group 25 -25,000.00
10/7/96 250 New World Communications Group 24.875 6,218.75
10/7/96 2,300 New World Communications Group 25 57,500.00
10/7/96 500 New World Communications Group 24.313 12,156.50
10/4/96 1,900 New World Communications Group 24.563 46,669.70
10/4/96 10,000 New World Communications Group 24.125 241,250.00
10/4/96 200 New World Communications Group 23.375 4,675.00
10/4/96 300 New World Communications Group 23.438 7,031.40
10/4/96 -2,000 New World Communications Group 24 -48,000.00
10/4/96 -1,000 New World Communications Group 24.125 -24,125.00
10/4/96 -7,500 New World Communications Group 24.063 -180,472.50
10/4/96 -5,000 New World Communications Group 24.5 -122,500.00
10/3/96 1,300 New World Communications Group 23.75 30,875.00
10/2/96 100 New World Communications Group 23.625 2,362.50
10/2/96 65,473 New World Communications Group 23.615 1,546,144.90
10/2/96 2,000 New World Communications Group 23.75 47,500.00
10/2/96 -1,000 New World Communications Group 24 -24,000.00
10/2/96 46,000 New World Communications Group 23.563 1,083,898.00
10/1/96 500 New World Communications Group 23.313 11,656.50
10/1/96 49,400 New World Communications Group 23.25 1,148,550.00
10/1/96 25,000 New World Communications Group 23.063 576,575.00
10/1/96 13,700 New World Communications Group 23.375 320,237.50
10/1/96 2,000 New World Communications Group 23 46,000.00
10/1/96 47,000 New World Communications Group 23.125 1,086,875.00
9/30/96 -117,400 New World Communications Group 23.063 -2,707,596.20
9/30/96 -48,000 New World Communications Group 23.125 -1,110,000.00
9/30/96 9,900 New World Communications Group 23.188 229,561.20
9/30/96 200 New World Communications Group 23 4,600.00
9/30/96 174,000 New World Communications Group 23.002 4,002,348.00
9/30/96 1,900 New World Communications Group 23.625 44,887.50
9/27/96 91,500 New World Communications Group 23.072 2,111,088.00
9/27/96 300 New World Communications Group 22.625 6,787.50
9/27/96 -37,000 New World Communications Group 23.063 -853,331.00
9/27/96 -36,000 New World Communications Group 23.125 -832,500.00
9/27/96 -15,000 New World Communications Group 23.188 -347,820.00
9/27/96 -2,500 New World Communications Group 23.25 -58,125.00
9/26/96 551,000 New World Communications Group 23.125 12,741,875.00
9/26/96 -177,800 New World Communications Group 23.188 -4,122,826.40
9/26/96 -366,800 New World Communications Group 23.25 -8,528,100.00
9/26/96 -3,000 New World Communications Group 23.313 -69,939.00
9/25/96 1,000 New World Communications Group 23.5 23,500.00
9/25/96 200 New World Communications Group 23.375 4,675.00
9/25/96 3,500 New World Communications Group 23.875 83,562.50
9/25/96 287,500 New World Communications Group 23.348 6,712,550.00
9/25/96 -38,000 New World Communications Group 23.5 -893,000.00
9/25/96 -80,000 New World Communications Group 23.3125 -1,865,000.00
9/25/96 -139,500 New World Communications Group 23.4375 -3,269,531.25
9/25/96 -40,000 New World Communications Group 23.5625 -942,500.00
9/20/96 1,000 New World Communications Group 23 23,000.00
9/19/96 2,000 New World Communications Group 22.875 45,750.00
9/19/96 400 New World Communications Group 22.4375 8,975.00
9/19/96 -6,000 New World Communications Group 23 -138,000.00
9/19/96 -1,000 New World Communications Group 23.0625 -23,062.50
9/18/96 300 New World Communications Group 23.75 7,125.00
9/18/96 3,000 New World Communications Group 22.625 67,875.00
9/17/96 1,000 New World Communications Group 22.875 22,875.00
9/17/96 20,000 New World Communications Group 23 460,000.00
9/17/96 -20,000 New World Communications Group 23 -460,000.00
9/16/96 2,500 New World Communications Group 23.02 57,550.00
9/16/96 297,000 New World Communications Group 23.0053 6,832,574.10
9/16/96 1,000 New World Communications Group 23.5625 23,562.50
9/16/96 -84,500 New World Communications Group 23.0625 -1,948,781.25
9/16/96 -144,500 New World Communications Group 23.125 -3,341,562.50
9/16/96 -25,000 New World Communications Group 23.02 -575,500.00
9/13/96 96,500 New World Communications Group 23 2,219,500.00
9/13/96 -84,200 New World Communications Group 23.0625 -1,941,862.50
(Various Discretionary Accounts)
(Aggregate Transactions)
11/4/96 10,000 New World Communications Group 25.25 252,500.00
9/17/96 2,500 New World Communications Group 23.02 57,550.00
9/16/96 20,000 New World Communications Group 23.02 460,400.00
Exhibit 1 - Note
THE BEAR STEARNS COMPANIES INC.
(Incorporated under the laws of the State of Delaware,
United States of America)
U.S. $76,193,785.27 Indexed Note due March 31, 1997
issued pursuant to the U.S. $2,500,000,000 Euro-Dragon Medium Term Note
Programme
of The Bear Stearns Companies Inc. and Bear Stearns Bank p.l.c.
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR
ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED,
TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHOUT THE PRIOR
WRITTEN CONSENT OF THE ISSUER AND IN THE ABSENCE OF SUCH REGISTRATION OR
UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.
THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF, ON ITS OWN BEHALF AND ON
BEHALF OF ANY ACCOUNT FOR WHICH IT IS PURCHASING THIS NOTE OR ANY INTEREST OR
PARTICIPATION HEREIN, AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH NOTE OR
ANY INTEREST OR PARTICIPATION HEREIN ONLY TO, OR FOR THE ACCOUNT OR BENEFIT
OF, (A) THE ISSUER OR A DEALER (AS DEFINED IN THE OFFERING CIRCULAR FOR THE
NOTE), (B) A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE 144A UNDER
THE SECURITIES ACT), (C) AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE
501(A)(1), (2) OR (3) UNDER THE SECURITIES ACT) WHO IS AN INSTITUTION THAT,
PRIOR TO SUCH TRANSFER, FURNISHES A WRITTEN CERTIFICATION CONTAINING CERTAIN
REPRESENTATIONS AND AGREEMENTS RELATING TO THE RESTRICTIONS ON TRANSFER OF
THIS NOTE (THE FORM OF WHICH LETTER CAN BE OBTAINED FROM THE REGISTRAR AND THE
TRANSFER AGENTS), (D) OUTSIDE THE UNITED STATES IN A TRANSACTION WHICH MEETS
THE REQUIREMENTS OF RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (E)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, OR
(F) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. UPON ANY TRANSFER OF THIS NOTE OR ANY
INTEREST OR PARTICIPATION HEREIN PURSUANT TO CLAUSE (C), (D) OR (F) ABOVE, THE
HOLDER WILL BE REQUIRED TO FURNISH TO THE ISSUER SUCH CERTIFICATIONS (WHICH IN
THE CASE OF TRANSFERS PURSUANT TO CLAUSES (C) OR (D) CAN BE OBTAINED FROM THE
REGISTRAR AND THE TRANSFER AGENTS), LEGAL OPINIONS OR OTHER INFORMATION AS
EITHER OF THEM MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING
MADE PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER WILL ALSO BE
REQUIRED TO DELIVER TO THE TRANSFEREE OF THIS NOTE OR ANY INTEREST OR
PARTICIPATION THEREIN A NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND.
ANY RESALE OR OTHER TRANSFER OR ATTEMPTED RESALE OR OTHER TRANSFER OF THIS
NOTE MADE OTHER THAN IN COMPLIANCE WITH THE FOREGOING RESTRICTION SHALL NOT BE
RECOGNISED BY THE ISSUER, THE REGISTRAR OR ANY OTHER AGENT OF THE ISSUER.
This Note of U.S. $76,193,785.27 (the "Note") of The Bear Stearns Companies
Inc. (the "Issuer") is issued as a Registered Note in the denomination of U.S.
$76,193,785.27 in an aggregate principal amount of U.S. $76,193,785.27.
References herein to the Conditions shall be to the Terms and Conditions set
out in Schedule 1 to the Trust Deed (as defined below) which shall be
incorporated by reference herein and have effect as if set out hereon as
modified and supplemented by the Pricing Supplement (the "Pricing Supplement")
(or the relevant provisions thereof) attached hereto but, in the event of any
conflict between the provisions of the said Terms and Conditions and the
information in the Pricing Supplement, the Pricing Supplement will prevail.
Words and expressions defined in the Conditions shall bear the same meanings
when used in this Note. This Note is issued subject to, and with the benefit
of, the Conditions and a Trust Deed (the "Trust Deed") dated 4th August, 1994,
as supplemented by a First Supplemental Trust Deed dated 30th November, 1995,
each made between the Issuer and Morgan Guaranty Trust Company of New York as
trustee for the holder of the Note, and as further supplemented and restated
by a Second Supplemental Trust Deed dated 20th November, 1996 between such
parties and Bear Stearns Bank p.l.c.
THIS IS TO CERTIFY the Noteholder is the registered holder of the above-
mentioned Registered Note and is entitled on the Maturity Date or on such
earlier date as this Note may become due and repayable in accordance with the
Conditions and the Trust Deed, to the amount payable on redemption of this
Note calculated and payable as provided in the Conditions and the Trust Deed
together with any other sums payable under the Conditions and the Trust Deed.
This Note shall not be valid unless authenticated by The Chase Manhattan Bank
as Registrar.
IN WITNESS whereof the Issuer has caused this Note to be signed on its behalf
on 20th November, 1996.
THE BEAR STEARNS COMPANIES INC.
By:
.................................................
Duly Authorised
Authenticated by
The Chase Manhattan Bank
By: ...........................................
Duly Authorised
Exhibit 2 - Pricing Supplement
THIS NOTE IS NOT TRANSFERABLE WITHOUT THE PRIOR WRITTEN CONSENT OF THE ISSUER.
THE NOTEHOLDER SHOULD UNDERSTAND THAT IN CERTAIN CIRCUMSTANCES IT MAY NOT
RECEIVE THE FULL AMOUNT OF ITS INITIAL INVESTMENT ON THE MATURITY DATE, AS
MORE FULLY SET OUT BELOW.
PRICING SUPPLEMENT
As of November 20, 1996
The Bear Stearns Companies Inc.
U.S. $76,193,785.27 Indexed Note due March 31, 1997
issued pursuant to the U.S. $2,500,000,000 Euro-Dragon Medium Term Note
Programme
of The Bear Stearns Companies Inc. and Bear Stearns Bank p.l.c.
Terms used herein shall be deemed to be defined as such for the purposes of
the Conditions.
1.
Series Number (of each
Tranche, if applicable)
and, if not a new Series,
the date from which the
Tranche being issued will
form a single Series with
the other Notes comprised
in that Series:
106.
2.
Whether Notes are in
bearer and/or registered
form:
Registered.
3.
Whether Notes will
initially be represented
by a Temporary Global Note
and/or Registered Global
Notes and/or Reg. S Global
Note and/or definitive
Registered Notes and, in
each case, the initial
aggregate nominal amount
which each such global
Note will represent and/or
of definitive Registered
Notes to be issued:
Definitive Registered Note in a
nominal amount of U.S.
$76,193,785.27.
4.
Specified Currency (or
currencies in the case of
Dual Currency Notes):
United States Dollars.
5.
Aggregate Nominal Amount:
U.S. $76,193,785.27 .
6.
Interest/Payment Basis
and, if more than one, the
dates during which each
Interest/Payment Basis
will apply and/or details
as to if convertible
automatically or at option
of Issuer and/or
Noteholders into a Note of
another Interest/Payment
Basis:
Indexed Notes with zero coupon.
7.
Issue Date:
November 20, 1996.
8.
Specified Denominations:
U.S. $76,193,785.27 .
9.
Issue Price:
100 per cent.
10.
Maturity Date:
March 31, 1997.
11.
Final Redemption Amount:
The Final Redemption Amount shall be the
resultant in U.S. dollars of the following:
(a + b) - c
where -
"a" is
(i) if the Maturity Value (as defined in
paragraph 14 below) on the Maturity
Date is greater than U.S.
$78,376,945.14 (the "Cap Price"), the
Cap Price;
(ii) if the Maturity Value on the Maturity
Date is equal to the Cap Price or
less than the Cap Price but greater
than the Floor Price (as defined in
(iii) below), such Maturity Value; or
(iii) if the Maturity Value on the Maturity
Date is less than or equal to U.S.
$73,908,242.72 (the "Floor Price"),
the aggregate of such Maturity Value
and the lesser of (x) the difference
between the Floor Price and such
Maturity Value and (y) U.S.
$28,191,700.55,
subject to adjustment as provided in
paragraph 19(a)(ii) below;
"b" is equal to the aggregate value of all
dividends and any other distributions
(including all cash dividends (each an
"Expected Dividend") the "ex-dividend" date
or dates for which occurs or occur in the
period mentioned below, subject to the
proviso below) declared by the Reference
Party in respect of the Underlying
Securities or (if the Merger (as defined
below) has been concluded, in the
reasonable opinion of the Calculation
Agent) by News Corp. (as defined below) in
respect of the P Stock (as defined below)
into which the Underlying Securities are
convertible on the Merger in the period
from and including November 6, 1996 (or, in
the case of P Stock, the date of the
Merger) to but excluding the Maturity Date,
provided however that if the "ex-dividend"
date for an Expected Dividend falls within
five (5) Trading Days (as defined in
paragraph 14 below) of the Maturity Date,
the value of such Expected Dividend to be
aggregated in determining "b" hereunder
shall be reduced as follows:
(i) by 20 per cent. if such "ex-dividend"
date occurs four Trading Days prior to the
Maturity Date;
(ii) by 40 per cent. if such "ex-dividend"
date occurs three Trading Days prior to the
Maturity Date;
(iii) by 60 per cent. if such "ex-dividend"
date occurs two Trading Days prior to the
Maturity Date; and
(iv) by 80 per cent. if such "ex-dividend"
date occurs one Trading Day prior to the
Maturity Date; and
if such "ex-dividend" date occurs on the
Maturity Date, the value of such Expected
Dividend shall be totally disregarded in
determining "b" hereunder; and
"c" is equal to U.S.$250,000.
12.
Reference Party:
New World Communications Group, Inc.
("NWCG").
13.
Underlying Securities:
612,128 shares of Series A 6.375 per
cent. Cumulative Redeemable Preferred
Stock of par value of U.S. $0.01
each of the Reference Party.
14.
Maturity Value/Index:
The market value of the Underlying
Securities (the "Maturity Value") on
the Maturity Date shall be the amount
in U.S. dollars equal to (i) if the
Merger has not, in the reasonable
opinion of the Calculation Agent,
been concluded prior to the Maturity
Date, the average of the closing bid
prices on the NASDAQ National Market
("NASDAQ") for shares of Common Stock
of par value of U.S. $0.01 each of
the Reference Party (CUSIP No.
64927A103) ("Common Stock") for the
five (5) Trading Days immediately
prior to the Maturity Date multiplied
by the number of shares of Common
Stock into which the Underlying
Securities are convertible on the
Maturity Date in accordance with the
terms thereof or (ii) if the Merger
has, in the reasonable opinion of the
Calculation Agent, been concluded
prior to the Maturity Date, the
average of the closing prices
reported on the New York Stock
Exchange, Inc. (the "NYSE") for the
American Depositary Receipts each of
which represents four (4) fully paid
and non-assessable Preferred Limited
Voting Ordinary Shares of par value
of A$0.50 each of The News
Corporation Limited ("News Corp.").
(NYSE Symbol: NWS-P) (CUSIP No.
652487802) ("P Stock") for the five
(5) Trading Days immediately prior to
the Maturity Date multiplied by the
number of P Stock into which the
Underlying Securities are convertible
on the Merger in accordance with the
terms thereof.
For the purposes hereof:
"Merger" means the merger of the
Reference Party with and into a
subsidiary of Fox Television
Stations, Inc., an indirect
subsidiary of News Corp., pursuant to
the terms of the Agreement of Merger
dated as of September 3, 1996 by and
among News Corp., the Reference
Party, NWCG (Parent) Holdings
Corporation and NWCG Holdings
Corporation or pursuant to terms
which are, in the opinion of the
Calculation Agent in its reasonable
good faith discretion, substantially
similar thereto;
"Trading Day" means a day that is a
trading day on NASDAQ or the NYSE (as
the case may be) other than a day on
which trading thereon is scheduled to
close prior to its regular weekday
closing time or on which, in the sole
and absolute opinion of the
Calculation Agent, there is a Market
Disruption Event; and
"Market Disruption Event" means the
occurrence or existence on the
relevant day during the one half-hour
period that ends at the official
closing time of trading on NASDAQ or
the NYSE (as the case may be) of any
suspension of or limitation imposed
on trading (by reason of movements in
price exceeding limits permitted by
such entity or otherwise) on (i)
NASDAQ in shares of Common Stock or
(ii) on the NYSE in P Stock (as the
case may be) or (in either case)
options or futures contracts thereon
if, in the reasonable good faith
determination of the Calculation
Agent, such suspension or limitation
is material.
15.
The calculation agent
responsible for
calculating the Final
Redemption Amount:
Bear, Stearns & Co. Inc. (the
"Calculation Agent").
16.
The provisions regarding
calculation of the Final
Redemption Amount where
such calculation by
reference to the Maturity
Value/Index is impossible
and/or impracticable:
As determined by the Calculation
Agent (in its reasonable good faith
discretion).
17.
Issuer's Optional
Redemption:
None.
18.
Redemption at Option of
the Noteholders:
No
19.
Other terms:
(a) (i) If prior to the Maturity
Date the Reference Party
consolidates, sub-divides or
reclassifies the Underlying
Securities or consolidates or merges
with and into or sells or conveys all
or substantially all of its assets to
an entity other than pursuant to the
Merger, all references herein to the
"Underlying Securities" shall
thereafter be deemed to refer to the
number of shares of equity and the
amount of other securities and
property (including cash) to which a
holder of the number of shares equal
to the Underlying Securities would be
entitled upon completion of
such an event and the manner of
determining the Maturity Value on the
Maturity Date shall be determined in
the reasonable good faith discretion
of the Calculation Agent.
(ii) If cash dividends declared by
the Reference Party in respect of the
Underlying Securities or (if the
Merger has been concluded, in the
reasonable opinion of the Calculation
Agent) by News Corp. in respect of
the P Stock into which the Underlying
Securities are convertible on the
Merger in the period from and
including November 6, 1996 (or in the
case of P Stock, the date of the
Merger) to but excluding the Maturity
Date have gone "ex-dividend" during
such period, then the Cap Price and
the Floor Price (both as defined in
paragraph 11 above) shall each be
reduced by the aggregate value of
such dividends that would have been
paid to the relevant holder in
respect of the Underlying Securities
or such P Stock, save that where the
"ex-dividend" date for any such cash
dividend falls within five (5)
Trading Days of the Maturity Date,
the value of such dividends to be
aggregated in determining the amount
of the reduction hereunder shall be
reduced in accordance with the
proviso to the definition of "b" in
paragraph 11 above. If any cash
dividend which is expected (pursuant
to the terms of the relevant
Securities) to be declared or paid in
full by the Reference Party (in
respect of the Underlying Securities)
or, as the case may be, News Corp.
(in respect of the P Stock) into
which the Underlying Securities are
convertible on the Merger in the
period from and including November 6,
1996 (or in the case of P Stock, the
date of the Merger) to but excluding
the Maturity Date is not declared or
paid in full in such period, then the
Calculation Agent shall make such
adjustment to the Cap Price and the
Floor Price as it shall deem
appropriate in its reasonable good
faith discretion, taking into account
fully the terms and conditions of the
Underlying Securities or the P Stock,
as the case may be.
(iii) Without limiting the foregoing,
the Calculation Agent in its
reasonable good faith discretion
shall determine the appropriate
adjustment, if any, to be made to the
Maturity Value in order to take into
account (in the case of the P Stock
or News Corp., only if the Merger has
been calculated in its reasonable
opinion) (A) any tender offer
(whether partial or complete) with
respect to the Underlying Securities
or the P Stock or a liquidation,
bankruptcy, insolvency or similar
proceeding with respect to the
Reference Party or News Corp. or if
any other similar event with respect
to the Underlying Securities or the P
Stock or the Reference Party or News
Corp. occurs, or if the Underlying
Securities or the P Stock or all or
substantially all of the Reference
Party's or News Corp.'s property is
nationalized, expropriated or
otherwise required to be transferred
to any governmental agency, authority
or entity, or if NASDAQ or the NYSE
(as the case may be) ceases to list
or otherwise include the Common Stock
or the P Stock, respectively, and, in
any such case, the Calculation Agent
determines that any such event
changes the expected economic
consequences of this issue in any
material respect; or (B) a takeover
offer for the Underlying Securities
or the P Stock that results in a
transfer of or an irrevocable
commitment to transfer the Underlying
Securities or the P Stock (other than
the securities owned or controlled by
the offeror), if the takeover date
(as determined by the Calculation
Agent in its sole discretion) is on
or before the Maturity Date; or (C)
any other event occurring in relation
to the Underlying Securities or the P
Stock (other than an event
contemplated by the Merger Agreement
or the proxy statement relating to
the Merger) prior to the Maturity
Date which has a diluting or
concentrative effect on the Maturity
Value, in all cases so as to preserve
the economic equivalent of the rights
of the holder of the Note immediately
prior thereto and as are necessary to
effect the intent of the parties with
respect to the expected economic
consequences of the issue of the
Note.
All adjustments under this sub-
paragraph (a) (which may include
cancellation of the Note in whole or
in part) shall be made by the
Calculation Agent, which shall notify
the Issuer and the holder of the Note
of any adjustment pursuant to this
section and the date of its
effectiveness.
(b) The Note will not be redeemable
in any circumstances prior to the
Maturity Date (including on an Event
of Default or for taxation reasons)
and, accordingly, neither Condition
7(b) nor Condition 10 shall apply.
20.
Method of distribution and
name of Dealer:
Non-syndicated. The Dealer for the
issue of the Note is Bear, Stearns &
Co. Inc.
21.
Notes to be listed on a
Stock Exchange:
No.
22.
Taxation:
For a discussion of the U.S. federal
income tax consequences to holders of
the Note who are not required and
have not elected to include original
issue discount ("OID") currently, see
the discussion under the caption
headed "Short Term Notes" in the
Offering Circular for the Programme.
For such holders, the excess of the
contingent amount paid at maturity
over the issue price will likely be
treated as interest income. Holders
should consult their own tax advisers
with respect to the U.S. federal
income tax consequences of acquiring
a Note, disposing of it prior to
maturity or holding it until
maturity.
23.
Notices:
Notices to the Noteholder in
connecton with the Note.
24.
Noteholder's
Representations:
By purchasing the Note, the
Noteholder represents and agrees
that:
(a) it has sufficient knowledge and
experience and has taken such
professional advice as it
thinks necessary to make its
own evaluation of the merits
and risks involved in
purchasing the Note and in
making an investment of this
type;
(b) it understands that the Note is
linked to the performance of
the Underlying Securities, the
Common Stock and/or the P Stock
(as the case may be) and that
in certain circumstances, it
may not receive the full amount
of its original investment upon
the maturity of the Note;
(c) it understands that since the
Calculation Agent is an
affiliate of the Issuer,
potential conflicts of interest
may exist between the
Calculation Agent and the
Noteholder. However, the
Noteholder acknowledges that,
in acting hereunder (other than
as set out in this Pricing
Supplement), the Calculation
Agent is acting as agent of the
Issuer and shall not thereby
assume any obligations towards
or relationship of agency or
trust for or with the
Noteholder; and
(d) it understands that this Note
cannot be transferred without
the prior written consent of
the Issuer.
For and on behalf of The Bear Stearns Companies Inc.
By: ........................................................................
Authorised Signatory
Exhibit 3 - Deed of Guarantee
DEED OF GUARANTEE
THIS DEED OF GUARANTEE is dated November 20, 1996 and is made by
(1) BEAR, STEARNS INTERNATIONAL LIMITED (the "Guarantor") in favour of
(2) Noteholder (the "Beneficiary"), the holder of the U.S. $76,193,785.27
Indexed Note due March 31, 1997 (the "Note") issued by The Bear Stearns
Companies Inc. (the "Issuer") pursuant to the U.S. $2,500,000,000 Euro-
Dragon Medium Term Note Programme of the Issuer and Bear Stearns Bank
p.l.c.
WHEREAS:
the Note is to be issued with the benefit of this Deed of Guarantee.
NOW THIS DEED WITNESSES as follows:
1. GUARANTEE
For good and valuable consideration, receipt of which is acknowledged,
the Guarantor as primary obligor unconditionally and irrevocably by way
of deed poll (i) guarantees to the Beneficiary by way of continuing
guarantee the payment when due of all amounts payable by the Issuer
under the Note, and (ii) agrees that if the Issuer shall fail for any
reason whatsoever to make any payment as and when the same becomes due
under the Note the Guarantor will on demand (without requiring the
Beneficiary first to take steps against the Issuer or any other person)
pay to the Beneficiary such amount free of all deductions and
withholdings whatsoever, unless otherwise required by law. If any
deduction or withholding must be made by law then the Guarantor will pay
such additional amounts as may be necessary to ensure that the
Beneficiary receives the full amount provided for in the Note.
2. TIME, INDULGENCE ETC.
The obligations of the Guarantor hereunder shall not be affected by any
matter or thing which but for this provision might operate to affect
such obligations including without limitation (i) any time or indulgence
granted to or composition with the Issuer or any other person, (ii) the
taking, variation, renewal or release of, or neglect to perfect or
enforce, or any delay or waiver in perfecting or enforcing, any rights,
remedies or securities against the Issuer or any other person, (iii) any
unenforceability or invalidity of any obligations of the Issuer so that
this Deed of Guarantee shall be construed as if there were no such
unenforceability or invalidity, (iv) any modification of the Note or any
obligations thereunder, or (v) any acceleration of the maturity of the
Note or any obligations thereunder.
3. WARRANTIES
The Guarantor warrants that (i) it is a company duly incorporated with
limited liability and validly existing under the laws of England, (ii)
this Deed of Guarantee is its legally binding obligation enforceable in
accordance with its terms and is provided for the corporate benefit of
the Issuer and its subsidiaries (including the Guarantor), (iii) all
necessary governmental consents and authorisations and corporate
approvals and authorisations for the giving and implementation of this
Deed of Guarantee have been obtained and (iv) the execution, delivery
and performance of this Deed of Guarantee do not conflict with any
applicable provision of law or regulation or of the Guarantor's
memorandum or articles of association or any agreement, instrument, deed
or other obligation binding upon it.
4. SUBROGATION
Until all amounts which may be or become payable under the Note have
been irrevocably paid in full, the Guarantor shall not by virtue of this
Deed of Guarantee be subrogated to any rights of the Beneficiary or
claim in competition with the Beneficiary against the Issuer.
5. EXPENSES
The Guarantor agrees to pay on demand all out-of-pocket expenses
(including without limitation the reasonable fees and disbursements of
Beneficiary's counsel) incurred in the enforcement or protection of the
rights of the Beneficiary hereunder; provided that the Guarantor shall
not be liable for any expenses of the Beneficiary if no payment under
this Deed of Guarantee is due.
6. REPAYMENT
If any payment received by the Beneficiary is, on the subsequent
liquidation or insolvency of the Issuer, avoided under any laws relating
to liquidation or insolvency, such payment will not be considered as
having discharged or diminished the liability of the Guarantor and this
Deed of Guarantee will continue to apply as if such payment had at all
times remained owing by the Issuer.
7. STATUS OF GUARANTEE
The obligations of the Guarantor under this Deed of Guarantee and the
Mortgage of Shares dated the date hereof between the Guarantor and the
Beneficiary constitute direct, unconditional, unsubordinated and secured
obligations of the Guarantor and rank pari passu.
8. ASSIGNMENT
The Beneficiary may not assign any of its rights under this Deed of
Guarantee (without the consent of the Guarantor).
9. NOTICES
All notices and demands to the Guarantor in connection with this Deed of
Guarantee shall be deemed effective, if in writing and delivered in
person or by courier, on the date delivered to the following address (or
such other address which the Guarantor shall notify the Beneficiary of
in writing):
Bear, Stearns International Limited
One Canada Square
London E14 5AD
Attention: Derivatives
with a copy to:
The Bear Stearns Companies Inc.
245 Park Avenue, New York, New York 10167
Attention: Legal - 11th Floor
10. GOVERNING LAW
(a) This Deed is governed by and shall be construed in accordance with
the laws of England.
(b) The Guarantor hereby submits to the non-exclusive jurisdiction of
the United States District Court for the Southern District of New
York and of any New York state court sitting in New York City for
the purposes of all legal proceedings arising out of or relating
to this Deed or the transactions contemplated hereby. The
Guarantor irrevocably waives, to the fullest extent permitted by
applicable law, any objection that it may now or hereafter have to
the laying of the venue of any such proceeding brought in such a
court and any claim that any such proceeding brought in such a
court has been brought in an inconvenient forum.
IN WITNESS WHEREOF this Deed has been entered into as a deed and has been
delivered on the date stated at the beginning hereof.
EXECUTED as a deed )
by BEAR, STEARNS )
INTERNATIONAL LIMITED )
acting by )
and )
............................. ................................
Director Director/Secretary
Exhibit 4 - Mortgage of Shares
THIS MORTGAGE OF SHARES is made as a deed on November 20, 1996 BETWEEN:
(1) BEAR, STEARNS INTERNATIONAL LIMITED (the "Chargor") incorporated in
England under registered number 1592029 and having its registered office
at One Canada Square, London E14 5AD; and
(2) The Noteholder (the "Beneficiary"), the holder of the U.S. $
76,193,785.27 Indexed Note due March 31, 1997 (the "Note") issued by The
Bear Stearns Companies Inc. (the "Issuer") pursuant to the U.S.
$2,500,000,000 Euro-Dragon Medium Term Note Programme of the Issuer and
Bear Stearns Bank p.l.c.
WHEREAS:
(A) By a Deed of Guarantee (the "Guarantee") dated November 20, 1996 made
by the Chargor in favour of the Beneficiary, the Chargor agreed to
unconditionally and irrevocably guarantee the obligations of the Issuer
under the Note.
(B) The Chargor has agreed to provide collateral to secure its obligations
under the Guarantee on the terms of this mortgage.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 In this mortgage:
"Account" means the account at BSSC (as defined below) in which the
Security Assets will be held which shall be known as "Bear, Stearns
International Limited Collateral Account FBO Noteholder under a Mortgage
of Shares dated November 20, 1996";
"Default" means a default by a Security Party of any of its obligations
under any Security Document;
"Event of Default" means a default by a Security Party of any of its
obligations under any Security Document, which default shall not have
been cured or waived within five business days of notice from the
Beneficiary requiring the same;
"Secured Liabilities" means the aggregate of all sums of money and
liabilities from time to time owing by the Issuer or the Chargor to the
Beneficiary under the Note and the Guarantee (whether actual or
contingent, joint or several) and including the reasonable legal costs
and expenses of enforcement of this mortgage;
"Securities" means;
(i) cash;
(ii) negotiable debt obligations issued by the U.S. Treasury Department;
(iii) mortgage participation certificates in book-entry form, the timely
payment of interest at the applicable certificate rate and the ultimate
collection of principal of which are guaranteed by the Federal Home Loan
Mortgage Corporation (excluding multi-class REMIC pass-through
certificates and pass-through certificates backed by adjustable rate
mortgages and excluding securities paying interest or principal only);
(iv) mortgage pass-through certificates in book-entry form, the full and
timely payment of interest at the applicable certificate rate and the
ultimate collection of principal of which are guaranteed by the Federal
National Mortgage Association (excluding multi-class REMIC pass-through
certificates and pass-through certificates backed by adjustable rate
mortgages and excluding securities paying interest or principal only);
(v) fully modified pass-through certificates in book-entry form, the
full and timely payment of principal and interest of which are
guaranteed by the Government National Mortgage Association (excluding
multi-class REMIC pass-through certificates and pass-through
certificates backed by adjustable rate mortgages and excluding
securities paying interest or principal only); or
(vi) P Stock;
"Security Assets" means the Shares, the Account and all other rights,
assets or property referred to in Clause 2(a) and (b) below;
"Security Documents" means the Note, the Guarantee, this mortgage and
any other document present or future in connection with it or evidencing
or creating security for the Secured Liabilities;
"Security Party" means each party to a Security Document other than the
Beneficiary; and
"Shares" means 300,000 shares of Series A 6.375 per cent. Cumulative
Redeemable Preferred Stock of par value of U.S. $ 0.01 each of New World
Communications Group, Inc.
1.2 In this mortgage, unless the contrary intention appears, a reference to:
(a) a provision of law is a reference to that provision as amended or
re-enacted;
(b) a clause is a reference to a clause of this mortgage;
(c) words importing the plural include the singular and vice versa;
(d) a person includes its permitted successors and assigns; and
(e) any document is a reference to that document as amended, novated
or supplemented.
1.3 Terms defined in the Note have the same meaning when used in this
mortgage unless otherwise defined in this mortgage.
1.4 The headings in this mortgage are for convenience only and are to be
ignored in construing this mortgage.
2. SECURITY
For good and valuable consideration, receipt of which is acknowledged,
the Chargor with full title guarantee and as security for the Secured
Liabilities:
(a) mortgages and charges the Shares and the Account to the
Beneficiary by way of a first legal mortgage; and
(b) mortgages and charges and agrees to mortgage and charge to the
Beneficiary by way of a first legal mortgage any Securities
substituted pursuant to Clause 4 for the Shares (or any of them)
or other Security Assets, and any proceeds from the sale of the
Shares and the other Security Assets,
subject as provided in Clause 4 below and provided that upon payment in
full of all sums which may be or become payable under the Note and the
other Security Documents and the full performance of each Security
Party's obligations under them the Beneficiary, at the request and
expense of the Chargor, will release to the Chargor all the right, title
and interest of the Beneficiary in or to the Security Assets and will
give such instructions and directions as the Chargor may require in
order to perfect such release.
To the extent a court of competent jurisdiction determines that the laws
of the State of New York or the State of Delaware are deemed to govern
the validity or perfection of the interest granted hereunder in the
Security Assets, the parties hereto intend that such interest shall be
deemed to be a "first priority security interest" in the Security Assets
under the Uniform Commercial Codes as in effect in the States of New
York and Delaware, as the case may be, and such interest is granted
hereby.
3. PRESERVATION OF SECURITY
3.1 The security constituted by this mortgage:
(a) shall be a continuing security and shall not be satisfied by any
intermediate payment or satisfaction of the whole or any part of
the Secured Liabilities but shall secure the ultimate balance of
the Secured Liabilities; and
(b) shall be in addition to and shall not be affected by any other
lien, charge, equity or encumbrance now or subsequently held by
the Beneficiary for all or any of the Secured Liabilities.
3.2 The obligations of the Chargor under this mortgage and this security
shall not be affected by any act, omission or circumstances which but
for this provision might operate to release or otherwise exonerate the
Chargor from its obligations under this mortgage or affect such
obligations including (but without limitation) and whether or not known
to the Chargor or the Beneficiary:
(a) any time or indulgence granted to or composition with the Issuer
or any other person;
(b) the variation, extension, compromise, renewal or release of, or
refusal or neglect to perfect or enforce, any terms of the
Security Documents or any rights or remedies against, or any
security granted by, the Issuer or any other person;
(c) any irregularity, invalidity or unenforceability of any
obligations of the Issuer under the Security Documents or any
present or future law or order of any government or authority
(whether of right or in fact) purporting to reduce or otherwise
affect any of such obligations to the intent that the Chargor's
obligations under this mortgage and this security shall remain in
full force and this mortgage shall be construed accordingly as if
there were no such irregularity, unenforceability, invalidity, law
or order; and
(d) any legal limitation, disability, incapacity or other
circumstances relating to the Issuer, any guarantor or any other
person or any amendment to or variation of the terms of the
Security Documents or any other document or security.
3.3 The Chargor waives any right it may have of first requiring the
Beneficiary to proceed against or claim payment from the Issuer under
the Note or enforce any guarantee or security before enforcing this
mortgage.
3.4 Until all the Secured Liabilities have been irrevocably paid in full
the Chargor shall not, after default and a claim has been made under this
mortgage or this mortgage becomes enforceable:
(a) be entitled or claim to rank as creditor in the bankruptcy,
liquidation or dissolution of the Issuer or any other guarantor in
competition with the Beneficiary; or
(b) receive, claim or have the benefit of any payment or distribution
from or on account of the Issuer or any guarantor or claim the
benefit of any security or moneys held by or for the account of
the Beneficiary and the Beneficiary shall be entitled to apply
such security and moneys as it sees fit.
3.5 Where any discharge (whether in respect of this mortgage, any other
security or otherwise) is made in whole or in part or any arrangement is
made on the faith of any payment, security or other disposition which is
avoided or must be repaid on bankruptcy, liquidation or otherwise
without limitation, this security and the liability of the Chargor under
this mortgage shall continue as if there had been no such discharge or
arrangement.
4. RELEASE AND SUBSTITUTION
4.1 The Chargor may by notice in writing to the Beneficiary at any time
substitute Securities (of equivalent market value as determined by the
Calculation Agent in its reasonable good faith discretion) for any
Shares or other Security Assets secured hereunder and the Beneficiary
will agree to the substitution and, at the expense of the Chargor,
release to the Chargor its right, title and interest in the relevant
Shares and/or other Security Assets in a form acceptable to the Chargor
(including executing any necessary forms required by applicable law),
provided that at the time of substitution and release there has been no
Default, which Default is continuing or has not been waived, and no such
Default will occur as a result of the release and the substitution
provided in this sub-clause 4.1.
4.2 If at any time the market value of the Security Assets (including
Securities substituted pursuant to sub-clause 4.1 above) secured by the
Security Documents is greater than 95 per cent. of the market value of
the Note, each as determined by the Calculation Agent in its reasonable
good faith discretion, the Beneficiary agrees to release to, and at the
expense of, the Chargor, its right, title and interest in such amount of
excess Security Assets in a form acceptable to the Chargor (including
executing any necessary forms required by applicable law) as will result
in the market value of the Security Assets secured hereunder thereafter
being equal to 95 per cent., or as close as reasonably practicable
thereto, of the market value of the Note at such time, provided that at
the time of release there has been no Default, which Default is
continuing or has not been waived, and no such Default will occur as a
result of the release provided in this sub-clause 4.2.
4.3 Any determination under this clause 4 by the Calculation Agent of the
market values of the Security Assets and the Note shall be conclusive
and binding on the parties in the absence of manifest error, provided
that the Calculation Agent has made such determination in its reasonable
good faith discretion.
5. WARRANTIES AND UNDERTAKING
5.1 The Chargor represents and warrants to the Beneficiary that:
(a) it is a company duly incorporated with limited liability and
validly existing under the laws of England;
(b) this mortgage is its legally binding obligation enforceable in
accordance with its terms ad is provided for the corporate benefit
of the Issuer and its subsidiaries (including the Chargor);
(c) all necessary governmental consents and authorisations and
corporate approvals and authorisations for the giving and
implementation of this mortgage have been obtained;
(d) the execution, delivery and performance of this mortgage do not
conflict with any applicable provision of law or regulation or of
the Chargor's memorandum or articles of association or any
agreement, instrument, deed or other obligation binding upon it;
(e) the Shares are fully paid and the Chargor is the sole beneficial
owner of them, free from any lien, charge, equity or encumbrance;
and
(f) it will be the sole beneficial owner of any other Security Assets,
free from any lien, charge, equity or encumbrance.
5.2 The Chargor undertakes to the Beneficiary that it will not sell,
transfer, assign, pledge or otherwise encumber the whole or any part of
the Security Assets to anyone other than the Beneficiary or except on
conversion of the Shares for P Stock pursuant to the Merger or as
provided in Clause 4 above.
6. DOCUMENTS AND REGISTRATION
6.1 The Chargor shall:
(a) immediately deposit with Bear, Stearns Securities Corporation
("BSSC") all certificates or other documents evidencing an
entitlement to the Shares and stock powers executed in blank in
respect of those Shares;
(b) immediately on conversion of any of the Shares from certificated
to uncertificated form, and on the creation or conversion of any
other Securities (save for cash) which are for the time being
comprised in the Security Assets in or into uncertificated form,
give such instructions or directions as the Beneficiary may
reasonably require in order to protect or preserve its security;
and
(c) immediately on receipt of any certificate or other document
evidencing any entitlement to any further or other Security Assets
deposit it with BSSC together with such stock powers executed in
blank or other documents as the Beneficiary may reasonably
require.
Unless an Event of Default occurs which shall be continuing and shall
not have been waived, the Shares and other Security Assets shall be
registered in the name of and held by BSSC as nominee for the Guarantor
in the Account, expressly subject to the terms of this mortgage.
6.2 The Chargor authorises the Beneficiary at any time after the occurrence
of an Event of Default and for so long as the same shall be continuing
or not waived,:
(a) to arrange for any of the Security Assets which are in registered
form to be registered in the name of the Beneficiary or a nominee
of the Beneficiary (if required by the Beneficiary to perfect the
Beneficiary's security); and
(b) (under its powers of realisation) to transfer or cause any of the
Security Assets to be transferred to and registered in the name of
the Beneficiary or a nominee of the Beneficiary.
6.3 At any time after the occurrence of an Event of Default and for so long
as the same shall be continuing or shall not have been waived, the
Chargor shall from time to time on the request of the Beneficiary
execute and sign all transfers, powers of attorney and other documents
and give such instructions and directions as the Beneficiary may
reasonably require for perfecting its title to any of the Security
Assets or for vesting the same in itself or its nominee or in any
purchaser or transferee.
7. POWERS
7.1 Unless an Event of Default occurs which shall be continuing and shall
not have been waived, the Chargor shall be entitled to all the rights
and powers attaching to the Security Assets, including (without
limitation) the right to exercise, or to direct the exercise of, any
voting rights attached to any of the Security Assets and the right to
receive all dividends, interest and income from the Security Assets, but
only in a manner consistent with the terms of this mortgage.
7.2 At any time after the occurrence of an Event of Default which shall be
continuing and shall not have been waived and without any further
consent or authority on the part of the Chargor, the Beneficiary may
exercise at its discretion (in the name of the Chargor or otherwise) in
respect of any of the Security Assets any voting rights and any powers
or rights which may be exercised by the person or persons in whose name
or names the Security Assets are registered or who is the holder or
bearer of them including (but without limitation) all the powers given
to trustees by section 10(3) and (4) of the Trustee Act 1925 (as amended
by section 9 of the Trustee Investments Act 1961) in respect of
securities or property subject to a trust.
7.3 If the Beneficiary takes any such action as is referred to in subclause
7.2 above the Beneficiary will give notice to the Chargor as soon as
practicable.
8. ENFORCEMENT OF SECURITY
At any time after an Event of Default occurs and for so long as the same
shall be continuing or not waived, the Beneficiary shall be entitled to
put into force and to exercise immediately or as and when it may see fit
any and every power possessed by the Beneficiary by virtue of this
mortgage or available to a secured creditor (so that section 93 and
section 103 of the Law of Property Act 1925 shall not apply to this
security) and in particular (but without limitation) the Beneficiary
shall have power:
(a) to sell all or any of the Security Assets in any manner permitted
by law upon such terms as the Beneficiary shall in its absolute
discretion determine; and
(b) to collect, recover or compromise and to give a good discharge for
any moneys payable to the Chargor in respect of any of the
Security Assets.
9. APPLICATION OF PROCEEDS
All moneys received by the Beneficiary in respect of the Security Assets
after this security has become enforceable shall be applied by the
Beneficiary in or towards payment of the Secured Liabilities in such
order as the Beneficiary sees fit but without prejudice to the right of
the Beneficiary to recover any shortfall from the Chargor. To the
extent that there exists any surplus after having paid all the Secured
Liabilities in full, such amount shall be returned to the Chargor.
10. POWER OF ATTORNEY
At any time after an Event of Default occurs and for so long as the same
shall be continuing or not waived, the Chargor by way of security
irrevocably appoints the Beneficiary the attorney of the Chargor on its
behalf and in the name of the Chargor or the Beneficiary (as the
attorney may decide) to do all acts and things and execute all documents
which the Chargor could itself do in relation to any of the Security
Assets or in connection with any of the matters provided for in this
mortgage, including (but without limitation):
(a) to execute any transfer, stock power, bill of sale or other
assurance in respect of the Security Assets;
(b) to exercise all the rights and powers of the Chargor in respect of
the Security Assets;
(c) to ask, require, demand, receive, compound and give a good
discharge for any and all moneys and claims for moneys due and to
become due under or arising out of any of the Security Assets;
(d) to endorse any cheques or other instruments or orders in
connection with any of the Security Assets; and
(e) to make any claims or to take any action or to institute any
proceedings which the Beneficiary considers to be necessary or
advisable to protect the security created by this mortgage.
11. PROTECTION OF PURCHASER
11.1 No purchaser or other person dealing with the Beneficiary or with its
attorney or agent shall be concerned to enquire (i) whether any power
exercised or purported to be exercised by it or him has become
exercisable, (ii) whether any money remains due on this security, (iii)
as to the propriety or regularity of any of its or his actions or (iv)
as to the application of any money paid to it or him.
11.2 In the absence of bad faith on the part of such purchaser or other
person, such dealings shall be deemed, so far as regards the safety and
protection of such purchaser or other person, to be within the powers
conferred by this mortgage and to be valid accordingly. The remedy of
the Chargor in respect of any impropriety or irregularity whatever in
the exercise of such powers shall be in damages only.
12. DELEGATION
The Beneficiary may at any time or times:
(a) delegate to any person(s) all or any of its rights, powers and
discretions under this mortgage on such terms (including power to
subdelegate) as the Beneficiary sees fit; and
(b) employ agents, managers, employees, advisers and others on such
terms as the Beneficiary sees fit for any of the purposes set out
in this mortgage.
13. WAIVERS; REMEDIES CUMULATIVE
The rights of the Beneficiary under this mortgage:
(a) may be exercised as often as necessary;
(b) are cumulative and are not exclusive of its rights under the
general law; and
(c) may be waived only in writing and specifically and may be on such
terms as the Beneficiary sees fit.
14. FURTHER ASSURANCE
The Chargor shall from time to time upon the request of the Beneficiary
promptly and duly execute and deliver any and all such further
instruments and documents as the Beneficiary may deem desirable for the
purpose of obtaining the full benefit of this mortgage and of the rights
and powers granted under it.
15. MISCELLANEOUS
15.1 Neither the Beneficiary nor the Chargor may assign any of its rights or
obligations under this mortgage without the consent of the other.
15.2 If a provision of this mortgage is or becomes illegal, invalid or
unenforceable in any jurisdiction, that shall not affect:
(a) the validity or enforceability in that jurisdiction of any other
provision of this mortgage; or
(b) the validity or enforceability in other jurisdictions of that or
any other provision of this mortgage.
15.3 This mortgage may be executed in any number of counterparts, all of
which, taken together, shall constitute one and the same instrument and
any party may enter into this mortgage by executing a counterpart.
16. NOTICES
16.1 All notices or other communications under or in connection with this
mortgage shall be given in writing or by facsimile. Any such notice will
be deemed to be given as follows:
(a) if in writing, when delivered; and
(b) if by facsimile, when received.
However, a notice given in accordance with the above but received on a
non-working day or after business hours in the place of receipt will
only be deemed to be given on the next working day in that place.
16.2 The address, facsimile number and attention details of the Chargor are:
Bear, Stearns International Limited
One Canada Square
London E14 5AD
Attention: Matthew Redshaw
Facsimile Number: (212) 272-1634
or such other as either party may notify to the other by not less than 5
business days' notice.
17. GOVERNING LAW AND JURISDICTION
17.1 This mortgage is governed by and shall be construed in accordance with
English law.
17.2 The Chargor hereby submits to the non-exclusive jurisdiction of the
United States District Court for the Southern District of New York and
of any New York state court sitting in New York City for the purposes of
all legal proceedings arising out of or relating to this mortgage or the
transactions contemplated hereby. The Chargor irrevocably waives, to
the fullest extent permitted by applicable law, any objection that it
may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such
proceeding brought in such a court has been brought in an inconvenient
forum.
IN WITNESS of which this mortgage has been executed as a deed and has been
delivered on the date first appearing on page 1.
EXECUTED as a deed by )
BEAR, STEARNS INTERNATIONAL LIMITED)
acting by and )
.................................... ................................
Director Director/Secretary
DATED November 20, 1996
BEAR, STEARNS INTERNATIONAL LIMITED
and
another
__________________________
MORTGAGE OF SHARES
__________________________
New York
