EXHIBIT 4(c)(13)
No. [___] CUSIP No.: [___________]
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR WARRANTS IN DEFINITIVE
REGISTERED FORM, THIS WARRANT CERTIFICATE AND THE WARRANTS EVIDENCED HEREBY MAY
NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO THE 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.
THE BEAR STEARNS COMPANIES INC.
Accelerated Market Participation Securities
(Linked to the S&P 500 Index) ("AMPS")
NUMBER OF WARRANTS EVIDENCED BY THIS CERTIFICATE; UP TO [__________]
CASH SETTLEMENT VALUE PER WARRANT (OR METHOD OF DETERMINING SAME): **
DATE OF EXERCISE: October 21, 2004
OTHER TERMS: Original Offering Price of $5 per Warrant
This Warrant Certificate certifies that Cede & Co. Inc., or
registered assigns, is the Registered Holder of the number of Accelerated Market
Participation Securities (Linked to the S&P 500 Index) (the "Warrants")
specified on Schedule A hereto. Subject to the terms of the Warrant Agreement
(as defined below), each Warrant will be automatically exercised in whole but
not in part on October 21, 2004 (the "Expiration Date"), without any requirement
of notice of exercise to the Warrant Agent and will entitle the Registered
Holder hereof to receive, subject to the terms and conditions herein, from The
Bear Stearns Companies Inc. (the "Company") the Cash Settlement Value, in U.S.
dollars, specified above.
Unless otherwise indicated above, a Warrant will not require or
entitle a Warrantholder to sell or deliver to the Company, nor will the Company
be under any obligation to, nor will it, purchase or take delivery from any
Warrantholder of, any Warrant Property, and upon exercise of a Warrant, the
Company will make only a cash payment in the amount of the Cash Settlement Value
per Warrant. Warrantholders will not receive any interest on any Cash Settlement
Value.
Reference is hereby made to the further provisions of this Warrant
Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth in this place.
This Warrant Certificate shall not be valid unless countersigned by
the Warrant Agent.
** The "Cash Settlement Value" with respect to the AMPS shall be calculated as
follows:
(i) If the Final Index Level is greater than or equal to the Initial
Index Level, the Cash Settlement Value per AMPS will equal:
/ / Final Index Level-Initial Index Level \ \
$5 + | ($5)(3) x | ------------------------------------- | |
\ \ Initial Index Level / /
provided, however, the Cash Settlement Value cannot exceed $5.75
per AMPS.
(ii) If the Final Index Level is less than the Initial Index Level,
the Cash Settlement Value per AMPS will equal:
/ Final Index Level \
$5 x | ------------------- |
\ Initial Index Level /
For purposes of this formula:
The "Initial Index Level" equals 981.73.
The "Final Index Level" will be determined by the Calculation Agent
and will equal the closing value of the Index on October 18, 2004, the
"valuation date".
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IN WITNESS WHEREOF, The Bear Stearns Companies Inc. has caused this instrument
to be duly executed.
Dated: [___________]
THE BEAR STEARNS COMPANIES INC.
By:
-------------------------------------
Name:
Title:
Attest:
By:
--------------------------------
Secretary
Countersigned as of the date above written:
JPMORGAN CHASE BANK,
as Warrant Agent
By:
--------------------------------
Authorized Officer
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THE BEAR STEARNS COMPANIES INC.
[REVERSE OF WARRANT CERTIFICATE]
The Warrants evidenced by this Warrant Certificate are part of a
duly authorized issue of Warrants issued by the Company pursuant to a Warrant
Agreement, dated July 9, 2003, between the Company and JPMorgan Chase Bank (the
"Warrant Agent"), as supplemented by the First Supplemental Warrant Agreement,
dated July 17, 2003, among the Company, the Warrant Agent and Bear, Stearns &
Co. Inc., as Calculation Agent (as supplemented, the "Warrant Agreement") and
are subject to the terms and provisions contained in the Warrant Agreement, to
all of which terms and provisions each Warrantholder consents by acceptance of
this Warrant Certificate or a beneficial interest therein and which Warrant
Agreement is hereby incorporated by reference in and made a part of this Warrant
Certificate. Without limiting the foregoing, all capitalized terms used herein
and not otherwise defined shall have the meanings set forth in the Warrant
Agreement. A copy of the Warrant Agreement is on file at the Warrant Agent's
Office. The Warrants constitute a separate series of Warrants under the Warrant
Agreement.
The Warrants are direct, unconditional and unsecured contractual
obligations of the Company and rank pari passu with the Company's other
unsecured contractual obligations and with the Company's unsecured and
unsubordinated debt.
Subject to the provisions hereof and the Warrant Agreement, each
Warrant will be automatically exercised in whole but not in part on Expiration
Date, without any requirement of notice of exercise to the Warrant Agent.
Each Warrant entitles the Warrantholder to receive, upon exercise,
the Cash Settlement Value per Warrant set forth on the face hereof. The
valuation of and payment for any exercised Warrant may be postponed as a result
of a Market Disruption Event, in which case the Warrantholder will receive the
Cash Settlement Value determined as of a later date.
The Warrant Agreement and the terms of the Warrants are subject to
amendment, as provided in the Warrant Agreement.
This Warrant Certificate shall be governed by, and interpreted in
accordance with, the laws of the State of New York without regards to its
conflicts of laws principles.
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Accelerated Market Participation Securities
(Linked to the S&P 500 Index)
SCHEDULE A
GLOBAL
WARRANT
SCHEDULE OF EXCHANGES
The initial number of Warrants represented by this Global Warrant is
[________]. In accordance with the Warrant Agreement dated as of July 9, 2003,
between the Company and JPMorgan Chase Bank, as Warrant Agent, as supplemented
by the First Supplemental Warrant Agreement, dated as of July 17, 2003, among
the Company, the Warrant Agent and Bear, Stearns & Co. Inc., the following
reductions as a result of the exercise of the number of Warrants indicated below
have been made:
Reduced Notation
Number Made by or
Date of Number of Outstanding on Behalf of
Exchange or Warrants Following Warrant
Exercise Exercised Such Exercise Agent
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