EXHIBIT 4(b)(8)
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN CERTIFICATED
FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A
NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A
SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS
CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY (55 WATER STREET, NEW YORK, NEW YORK), TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND ANY PAYMENT IS
MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
REGISTERED $______________
No. FX-__ CUSIP # ___________
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTE, SERIES B
MEDIUM-TERM NOTE DUE 2010
LINKED TO THE RATE OF US INFLATION
Interest Rate: *
Interest Payment Date: Commencing on June 12, 2004 and each June 12th thereafter
until Maturity
Original Issue Date: June 12, 2003 Redeemable On and After: N/A
Maturity Date: June 12, 2010
Minimum Denominations: $100,000, increased in multiples of $100,000
* the Interest Rate for the interest payment due on June 12, 2004 will be 4.00%;
the Interest Rate will be reset for each subsequent interest payment and will be
expressed as a percentage according to the following formula, but cannot be less
than zero:
1.6 + 100 [(CPI (April(n))/CPI (April(n-1)) - 1)]
where:
o CPI (April(n)) is the non-seasonally adjusted U.S. All Urban Consumer
Price Index, (the "consumer price index"), published by
the Bureau of Labor Statistics of the U.S. Department of Labor for the
April preceding the interest payment date, and
o CPI (April(n-1)) is the consumer price index for the April preceding the
prior interest payment date.
THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, on the Maturity Date shown above an amount equal to the
principal amount stated above, plus accrued and unpaid interest thereon at the
rate per annum equal to the Interest Rate shown above. The Company will pay
interest (computed on the basis of a 360-day year of twelve 30-day months)
annually in arrears on each June 12, beginning with June 12, 2004, and ending on
the Maturity Date shown above (the "Interest Payment Date"). Interest on this
Note will accrue from the most recent Interest Payment Date to which interest
has been paid or duly provided for or, if no interest has been paid, from the
Original Issue Date shown above until the principal hereof has been paid or made
available for payment. The interest so payable, and punctually paid or duly
provided for, on the Interest Payment Date referred to above, will, as provided
in the Indenture referred to below, be paid to the Person in whose name this
Note (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the date,
whether or not a Business Day (as defined below), immediately preceding such
Interest Payment Date; provided, however, that interest payable on the Maturity
Date shown above will be payable to the Person to whom the principal hereof
shall be payable; and provided, further, however, that if such Interest Payment
Date would fall on a day that is not a Business Day, the related payment of
principal, interest, if any shall be made on the following day that is a
Business Day and unless otherwise specified on the face hereof, no interest
shall accrue for the period from and after that Interest Payment Date or
Maturity Date, as the case may be, to the next Business Day. Any such interest
which is payable, but is not punctually paid or duly provided for, on any
Interest Payment Date shall forthwith cease to be payable to the Holder on such
Regular Record Date, and may be paid to the Person in whose name this Note (or
one or more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to the Holder of this Note not less
than ten days prior to such Special Record Date, or may be paid at any time in
any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Notes may be listed and upon such notice as may be
required by such exchange, all as more fully provided in the Indenture.
"Business Day" means any day that is not a Saturday or Sunday, and that, in The
City of New York, is neither a legal holiday nor a day on which banking
institutions or trust companies are authorized or obligated to close.
Payment of the principal of and the interest on this Note shall be
made at the office or agency of the Trustee maintained for that purpose in the
Borough of Manhattan, The City of New York, in such coin or currency of the
United States of America as at the time of payment is legal tender for the
payment of public and private debt.
The principal hereof and interest hereon, if any, due at maturity
will be paid upon maturity in immediately available funds against presentation
of this Note at the office or agency of the Trustee maintained for that purpose
in the Borough of Manhattan, The City of New York.
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REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET
FORTH ON THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES
HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF.
This Note shall be governed by and construed in accordance with the
laws of the State of New York.
This Note is one of the series of Medium-Term Notes, Series B, of
the Company.
Unless the certificate of authentication hereon has been executed by
JPMorgan Chase Bank (formerly, The Chase Manhattan Bank), the Trustee under the
Indenture, or its successor thereunder by the manual signature of one of its
authorized signatories, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.
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IN WITNESS WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.
Dated: [_____________]
THE BEAR STEARNS COMPANIES INC.
By:_____________________________________
Executive Vice President and
Chief Financial Officer
ATTEST:
_____________________________
Secretary
[Corporate Seal]
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.
JPMORGAN CHASE BANK, as Trustee
By:_____________________________________
Authorized Signature
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[Reverse of Note]
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTE, SERIES B
MEDIUM-TERM NOTE DUE 2010
LINKED TO THE RATE OF US INFLATION
This Note is one of a duly authorized issue of debentures, notes or
other evidences of indebtedness (hereinafter called the "Securities") of the
Company of the series hereinafter specified, all such Securities issued and to
be issued under the Indenture dated as of May 31, 1991, as amended (herein
called the "Indenture") between the Company and JPMorgan Chase Bank (formerly,
The Chase Manhattan Bank), as Trustee (herein called the "Trustee," which term
includes any successor trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and limitations of rights thereunder of the Company, the
Trustee and the Holders of the Securities, and the terms upon which the
Securities are, and are to be, authenticated and delivered. As provided in the
Indenture, Securities may be issued in one or more series, which different
series may be issued in various aggregate principal amounts, may mature at
different times, may bear interest, if any, at different rates, may be subject
to different redemption provisions, if any, may be subject to different
repayment provisions, if any, may be subject to different sinking, purchase or
analogous funds, if any, may be subject to different covenants and Events of
Default and may otherwise vary as in the Indenture provided or permitted. This
Note is one of the series of the Securities designated as Medium-Term Notes,
Series B (the "Notes"). The Notes of this series may be issued at various times
with different maturity dates, redemption dates and different principal
repayment provisions, may bear interest at different rates and may otherwise
vary, all as provided in the Indenture.
Interest Payment Calculations
In calculating the Interest Rate for any Interest Payment Date
subsequent to June 12, 2004, the Calculation Agent (as defined below) will use
the most recently available level of the consumer price index for the preceding
April, even if that level has been adjusted from a previously reported level. If
a level of the consumer price index that has been used by the Calculation Agent
to determine the Interest Rate is revised by the Bureau of Labor Statistics, the
Calculation Agent will continue to use the previously reported level and the
Interest Rate determined will not be revised.
If the consumer price index is rebased to a different year, the
Calculation Agent will continue to use the consumer price index based on the
base reference period in effect on the date the Notes were issued for such
purposes, as long as that consumer price index continues to be published.
If the consumer price index for April 2004 or April of any
subsequent year is not reported by five Business Days before the relevant
Interest Payment Date, the Calculation Agent will determine the Interest Rate
for the next interest payment based on the last available twelve-
-5-
month change in the consumer price index.
Alternative Index
If, while the Notes are outstanding the consumer price index is:
o discontinued;
o in the judgment of the U.S. Secretary of the Treasury,
fundamentally altered in a manner materially adverse to the
interests of an investor in the U.S. Treasury's
inflation-indexed securities; or
o in the judgment of the U.S. Secretary of the Treasury, altered
by legislation or executive order in a manner materially
adverse to the interests of an investor in the U.S. Treasury's
inflation-indexed securities;
the Treasury has stated that it will, after consulting with the Bureau of Labor
Statistics or any successor agency, substitute an appropriate alternative index
for the consumer price index. The Treasury will then notify the public of the
alternative index and how it will be applied to the Treasury's inflation-indexed
securities, and the Calculation Agent will apply this alternative index in the
same manner for all purposes with regard to the Notes.
Event of Default
If an Event of Default with respect to the Notes has occurred and is
continuing, then the amount payable to the Holder of the Note, upon any
acceleration permitted by the Notes will be equal to the principal amount stated
above plus accrued and unpaid interest thereon. For these purposes, the consumer
price index used in the numerator of the fraction used to calculate the interest
rate will be the most recent consumer price index published by the Bureau of
Labor Statistics and the consumer price index used in the denominator of the
fraction used to calculate the interest rate will be the consumer price index
for the previous April.
Defeasance
The Notes shall not be subject to defeasance pursuant to Article 15
of the Indenture.
Calculation Agent
The Calculation Agent for the Note will be Bear Stearns & Co. Inc.
All determinations made by the Calculation Agent will be at the sole discretion
of the Calculation Agent and will, in the absence of manifest error, be
conclusive for all purposes and binding on the Holder and the Company.
General
If any Event of Default with respect to the Notes shall occur and be
continuing, the Trustee or the Holders of not less than 25% in principal amount
of the Outstanding Notes may declare the Notes due and payable in the manner and
with the effect provided in the Indenture.
-6-
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of 66-2/3% in aggregate principal amount of the
Securities at the time Outstanding of each series affected thereby. The
Indenture also contains provisions permitting the Holders of specified
percentages in aggregate principal amount of the Securities of each series at
the time Outstanding, on behalf of the Holders of all Securities of each series,
to waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note shall be conclusive and binding
upon such Holder and upon future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note.
Holders of Securities may not enforce their rights pursuant to the
Indenture or the Securities except as provided in the Indenture. No reference
herein to the Indenture and no provision of this Note or the Indenture shall
alter or impair the obligation of the Company, which is absolute and
unconditional, to pay the principal of this Note, interest thereon, if any, with
respect to this Note at the time, place, and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Note may be registered on the Security
Register of the Company, upon surrender of this Note for registration of
transfer at the office or agency of the Company in the Borough of Manhattan, The
City of New York, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company, and this Note duly executed by,
the Holder hereof or by his attorney duly authorized in writing and thereupon
one or more new Notes, of authorized denominations and for the same aggregate
principal amount, will be issued to the designated transferee or transferees.
The Notes are issuable only in registered form without coupons in
denominations of $100,000 or any amount in excess thereof which is an integral
multiple of $100,000. As provided in the Indenture and subject to certain
limitations therein set forth, this Note is exchangeable for a like aggregate
principal amount of Notes of different authorized denomination as requested by
the Holder surrendering the same.
No service charge will be made for any such registration of transfer
or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to the due presentment of this Note for registration of
transfer, the Company, the Trustee and any agent of the Company or the Trustee
may treat the Person in whose name this Note is registered as the owner hereof
for all purposes, whether or not this Note be overdue, and neither the Company,
the Trustee nor any such agent shall be affected by notice of the contrary.
All capitalized terms used in this Note and not otherwise defined
herein shall have the meanings assigned to them in the Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this
instrument, shall be construed as though they were written out in full according
to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and
not as tenants in common
UNIF GIFT MIN ACT - ___________________ Custodian ____________________
(Cust) (Minor)
Under Uniform Gifts to Minors Act
__________________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned
hereby sell(s), assign(s) and transfer(s) unto
________________________________________________________________________________
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE
________________________________________________________________________________
the within Note and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________________________________________
________________________________________________________________________________
_____________________________________________________________________ Attorney
to transfer said Note on the books of the Company, with full power of
substitution in the premises.
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Dated:_______________________ ____________________________________________
___________________________________
(Signature Guarantee)
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