EXHIBIT 4(b)(14)
Form of Medium-Term Note, Series B
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 COMMON STOCK OF __________________
Interest Rate: *
Original Issue Date: ________ Callable On and After: ________
Maturity Date: ________ Convertible On and After: ________
Minimum Denominations: $1,000, increased in multiples of $1,000
* The Company will not make any periodic payment of interest or any other
payments on the Notes, until maturity. At maturity, unless the Notes are called
by the Company or converted by the Holder, the Company will pay the greater of
the principal amount of the Notes or the Variable Equity Amount.
The Bear Stearns Companies Inc. agrees, and by acceptance of a beneficial
interest in this Note each Holder agrees, to treat, for U.S. federal income tax
purposes, this Note as a debt instrument that is subject to Treasury regulations
section 1.1275-4.
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
greater of (1) the principal amount stated above, or (2) the Variable Equity
Amount (as defined below).
Payment of the principal on this Note or the Variable Equity Amount,
if any, 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 or the Variable Equity Amount, 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.
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:
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Executive Vice President and
Chief Financial Officer
ATTEST:
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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:
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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 COMMON STOCK OF _______________
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.
Certain Definitions
Business Day: ................... Means a day (other than Saturday or Sunday)
which is an Exchange Business Day and a day
on which commercial banks settle payments in
New York.
Calculation Date: ............... If the Notes are held to maturity, the
Calculation Date will be _________. If the
Notes are redeemed by the Company, the
Calculation Date will be the __ Business Day
after the date that notice of redemption is
given.
Conversion Notice Date: ......... The date the Company receives the Holder's
irrevocable written notice, delivered to the
Company no later than 5:00 p.m. (New York
time), of the Holder's intention to convert
its Notes (or certain portions thereof) for
cash. No conversion notice may be given
after the Company has specified a call date
on which the Company will redeem the
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Notes. All questions as to the validity,
eligibility, including time of receipt, and
acceptance of any Note for conversion will
be determined by the Company, and its
determination will be final and binding.
Conversion Calculation Date: .... If the Notes are converted into cash at the
option of the Holder, the Conversion
Calculation Date will be the __ Business Day
following the Conversion Notice Date.
Exchange: ....................... __________________ ("________") or, as
described below, such other principal market
for the Underlying Security (as defined
below) as may be determined by the Company
in its sole discretion. In the event that
the Company determines, in its sole
discretion, that a market other than
________ is the principal market for the
Underlying Security, the Company will notify
the Holders of such determination and the
designation of that market as the Exchange
for purposes of determinations and
calculations with respect to the Notes.
Exchange Business Day: .......... Means a day which is (or, but for the
occurrence of a Market Disruption Event,
would have been) a trading day on the
Exchange, other than a day on which trading
is scheduled to close prior to its regular
weekday closing time.
Holder: ......................... With respect to the Notes, means DTC or its
nominee for as long as such Note is held in
global form; with respect to certificated
notes, means the Holders of record as
reflected on the transfer books of the
registrar of the Notes.
Related Exchange: ............... Each exchange or quotation system where
trading has a material effect (as determined
by the Company) on the overall market for
futures or options contracts relating to the
Underlying Security.
Final Equity Value
The "Variable Equity Amount" shall be calculated as follows:
(the principal amount of the Note / ________) x the Final Equity
Value.
The Final Equity Value is the average closing price of a share of
the common stock of _________________ (the "Underlying Security"), as reported
on the ________, for the __ Business Days prior to and including the Calculation
Date or the Conversion Calculation Date, as applicable.
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Conversion Right
The Holder of a Note may convert the Note (or portions thereof in
$1,000 denominations and in $1,000 increments in excess thereof), at the
Holder's option, for cash equal to the Variable Equity Amount, by delivering
irrevocable written notice to the Company on any day after ________. If the
Holder of the Note appropriately exercises its conversion right as described
above, the Conversion Calculation Date will be the __ Business Day following the
Conversion Notice Date. The Company will deliver an amount equal to the Variable
Equity Amount, with respect to such Note (or portion thereof) on the first
Business Day following the Conversion Calculation Date. Upon any conversion of
the Note (or any portion thereof) as described herein, the Note (or such portion
thereof) converted will be terminated.
For this Note to be converted in whole or in part at the option of
the Holder hereof, the Trustee must receive not less than __ Business Days prior
to the date on which the conversion amount is to be paid (1) this Note with the
form entitled "Option to Elect Conversion," which appears below, duly completed
or (2) a telegram, telex, facsimile transmission or a letter from a member of a
national securities exchange or the National Association of Securities Dealers,
Inc. or a commercial bank or trust company in the United States of America
setting forth the name of the Holder of this Note, the principal amount of this
Note, the certificate number of this Note or a description of this Note's tenor
or terms, the principal amount of this Note to be converted into cash, a
statement that the option to elect conversion is being exercised thereby and a
guarantee that this Note with the form entitled "Option to Elect Conversion,"
which appears below, duly completed, will be received by the Trustee no later
than five Business Days after the date of such telegram, telex, facsimile
transmission or letter and this Note and such form duly completed are received
by the Trustee by such fifth Business Day. Exercise of the conversion option
shall be irrevocable.
Company Call Option
On and after the Call Date (as defined below), if any, from which
this Note may be redeemed, this Note may be redeemed in whole or in part in
increments of $1,000 (provided, that any remaining principal amount of this Note
shall be at least $1,000) at the option of the Company, at a call price per Note
equal to the amount that would be payable to the Holder on the Maturity Date,
but using the __ Business Day after the date that notice of redemption is given
as the Calculation Date. Any written notice designating a Call Date will be
irrevocable.
"Call Date" means any Business Day on or after ________, designated
by the Company to the Trustee and the Holders upon at least __ Business Days
prior written notice.
Market Disruption Events
"Market Disruption Event" means the occurrence or existence on any
Exchange Business Day during the one-half hour period before the close of the
Related Exchange of any suspension of or limitation imposed on trading (by
reason of movements in price exceeding limits permitted by the Related Exchange
or otherwise) in the Underlying Security if, in any such case, such suspension
or limitation is, in the determination of the Calculation Agent, material. If on
the Calculation Date or the Conversion Calculation Date there occurs a Market
Disruption
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Event, then the Calculation Date or the Conversion Calculation will be the next
succeeding Business Day on which there occurs no Market Disruption Event. If
during the __ Business Days prior to the Calculation Date or the Conversion
Calculation Date there occurs a Market Disruption Event, the Calculation Date or
the Conversion Calculation Date shall be the next succeeding Business Day on
which there has been __ preceding Business Days, excluding any days on which
there occurred a Market Disruption Event. If on the Call Date there occurs a
Market Disruption Event, then the Call Date will be the next succeeding Business
Day on which there occurs no Market Disruption Event.
Anti-Dilution Adjustments
The value of the Underlying Security on any of the 3 Business Days
used to calculate the Final Equity Value is subject to adjustment as described
below to the extent that any of the events requiring such adjustment occur
during the period commencing on the Original Issue Date and ending on the
Maturity Date:
Common Stock Dividends, Extraordinary Cash Dividends and Other Distributions.
If a dividend or other distribution is declared (A) on any class of
_________________ capital stock (or on the capital stock of any
_________________ Survivor, as defined below) payable in shares of the
Underlying Security (or the common stock of any _________________ Survivor) or
(B) on the Underlying Security payable in cash in an amount greater than 10% of
the closing price of the Underlying Security on the date fixed for the
determination of the shareholders of _________________ entitled to receive such
cash dividend (an "Extraordinary Cash Dividend"), any price of the Underlying
Security (or the common stock of any _________________ Survivor) used to
calculate the Final Equity Value at maturity of the Notes on any Calculation
Date or Conversion Calculation Date that follows the date (the "Record Date")
fixed for determination of the shareholders of _________________ (or any
_________________ Survivor) entitled to receive the dividend or distribution
shall be increased by multiplying the Final Equity Value by a fraction of which
the numerator shall be the number of shares of the Underlying Security (or the
common stock of any _________________ Survivor) outstanding on the Record Date
plus the number of shares constituting the dividend or distribution or, in the
case of an Extraordinary Cash Dividend, plus the number of shares of the
Underlying Security that could be purchased with the amount of the Extraordinary
Cash Dividend at a price equal to the Final Equity Value of the Underlying
Security on the Calculation Date or the Conversion Calculation Date immediately
subsequent to the Record Date, and the denominator shall be the number of shares
of the Underlying Security (or the common stock of any _________________
Survivor) outstanding on the Record Date.
Subdivisions and Combinations of _________________ Common Stock. If the
outstanding shares of the Underlying Security (or the common stock of any
_________________ Survivor) are subdivided into a greater number of shares, the
Final Equity Value of the Underlying Security (or the common stock of any
_________________ Survivor) used to calculate the payment amount of the Notes
payable at maturity on any Calculation Date or Conversion Calculation Date that
follows the date on which that subdivision becomes effective will be
proportionately increased, and conversely, if the outstanding shares of the
Underlying Security (or the common stock of any _________________ Survivor) are
combined into a smaller number of shares, such closing price will be
proportionately reduced.
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Reclassifications of _________________ Common Stock. If the Underlying
Security (or the common stock of any _________________ Survivor) is changed into
the same or a different number of shares of any class or classes of stock,
whether by capital reorganization, reclassification or otherwise (except to the
extent otherwise provided in the section entitled "Common Stock Dividends,
Extraordinary Cash Dividends and Other Distributions" above and in the section
entitled "Subdivisions and Combinations of _________________ Common Stock" above
or pursuant to a consolidation, merger, sale, transfer, lease, conveyance,
liquidation, dissolution or winding up, (as described in the section entitled
"Dissolution of _________________; Mergers, Consolidations or Sales of Assets in
which _________________ is not the Surviving Entity; Spin-Offs" below), the
Final Equity Value shall be calculated by using the closing prices of the shares
of stock into which a share of the Underlying Security (or the common stock of
any _________________ Survivor) was changed on any Calculation Date or
Conversion Calculation Date that follows the effectiveness of such change.
Dissolution of _________________; Mergers, Consolidations or Sales of Assets
in which _________________ is not the Surviving Entity; Spin-Offs. In the event
of any (A) consolidation or merger of _________________, or any surviving entity
or subsequent surviving entity of _________________ (a "_________________
Survivor") with or into another entity (other than a consolidation or merger in
which _________________ is the surviving entity), (B) sale, transfer, lease or
conveyance of all or substantially all of the assets of _________________ or any
_________________ Survivor, (C) liquidation, dissolution or winding up of
_________________ or any _________________ Survivor or (D) any declaration of a
distribution on the Underlying Security of the common stock of any subsidiary of
_________________ (a "_________________ Spin-Off") (any of the events described
in (A), (B), (C) and (D), a "Reorganization Event'), for purposes of determining
the Final Equity Value, the Final Equity Value of the Underlying Security on any
Calculation Date or Conversion Calculation Date subsequent to the effective time
of any Reorganization Event will be deemed to be the value of the cash and other
property (including securities) received by a holder of a share of the
Underlying Security in any such Reorganization Event plus, in the case of a
_________________ Spin-Off, the value of a share of the Underlying Security, or
to the extent that such holder obtains securities in any Reorganization Event,
the value of the cash and other property received by the holder of such
securities in any subsequent Reorganization Event. For purposes of determining
any such Final Equity Value, the value of (A) any cash and other property (other
than securities) received in any such Reorganization Event will be an amount
equal to the value of such cash and other property at the effective time of such
Reorganization Event and (B) any property consisting of securities received in
any such Reorganization Event will be an amount equal to the closing prices of
such securities.
Delisting Event
A "Delisting Event" shall occur, with respect to the Underlying
Security, if the Exchange announces that pursuant to the rules of such Exchange,
the Underlying Security cease (or will cease) to be listed, traded or publicly
quoted on the Exchange for any reason (other than a Reorganization Event) and
are not immediately re-listed, re-traded or re-quoted on a national exchange, or
quotation system located in the same country as the Exchange. In the case of a
Delisting Event relating to the Underlying Security, the Notes shall be redeemed
by the Company within 5 Business Days at the fair market value of the Notes. The
fair market value of the Medium-Term Notes shall be as determined by the
Calculation Agent in its sole discretion.
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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 thereof, upon any acceleration
permitted by the Notes will be equal to the Variable Equity Amount calculated as
though the date of early repayment were the Maturity Date of the Notes, plus
accrued and unpaid interest, if any.
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.
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 or the Variable Equity Amount,
if any, with respect to this Note at the time, place, and rate, and in the coin
or currency, herein prescribed.
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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 $1,000 or any amount in excess thereof which is an integral
multiple of $1,000. 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.
The Variable Equity Amount, if any, payable with respect to this
Note shall in no event be higher than the maximum rate, if any, permitted by
applicable law.
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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OPTION TO ELECT CONVERSION
The undersigned hereby irrevocably request(s) and instruct(s) the
Company to repay this Note (or portion thereof specified below) pursuant to its
terms on the Business Day following the Conversion Calculation Date (the
"Conversion Payment Date") at a price equal to the Variable Equity Amount, to
the undersigned at
_______________________________________________________________________________
_______________________________________________________________________________
(Please print or typewrite name and address of the undersigned.)
For this Note to be repaid the Trustee must receive at 4 New York
Plaza, New York, New York 10004, Attention: Debt Operations -- 15th Floor, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not less than 2 Business Days prior to the Conversion
Payment Date, this Note with this "Option to Elect Repayment" form duly
completed.
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If less than the entire principal amount of this Note is to be
repaid, specify the portion thereof (which shall be $1,000 or an integral
multiple thereof) which is to be repaid: $_________________; and specify the
denomination or denominations (which, unless a different minimum denomination is
set forth on the face hereof, shall be $1,000 or an integral multiple of $1,000)
of the Notes to be issued to the Holder for the portion of this Note that will
be issued for the portion not being repaid):
Date:_________________ ________________________________
Note: The signature to this
Option to Elect Conversion must
correspond with the same as
written upon the face of this
Note in every particular without
alteration or enlargement.
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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.
Dated:_______________________ ___________________________________________
_____________________________
(Signature Guarantee)
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