EXHIBIT 4(b)(15)
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. FL-01 CUSIP #[ ]
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTE, SERIES B
ACCELERATED MARKET PARTICIPATION SECURITIES
LINKED TO THE NASDAQ-100 INDEX
DUE DECEMBER 30, 2005
Interest Rate: *
Original Issue Date: September 30, 2004 Redeemable On and After: N/A
Maturity Date: December 30, 3005 Optional Repayment Date(s): N/A
Minimum
Denominations: $1,000, increased in multiples of $1,000
* The Company will not make any periodic payments of interest or any other
payments on the Notes until Maturity. At Maturity, the Company will pay the Cash
Settlement Value (as defined below).
THE BEAR STEARNS COMPANIES INC., a Delaware corporation (the
"Company"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the Cash Settlement Value, on the maturity date shown above.
Payment of the Cash Settlement Value shall be made at the office or
agency of the Trustee (as defined below) 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 Cash Settlement Value due at Maturity will be paid at 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:
--------------------------------------
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:
-----------------------------
Authorized Signature
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[Reverse of Note]
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTE, SERIES B
ACCELERATED MARKET PARTICIPATION SECURITIES
LINKED TO THE NASDAQ-100 INDEX
DUE DECEMBER 30, 2005
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
Nasdaq-100 Index:............ means the Nasdaq-100 Index (ticker "NDX"), as
published by The Nasdaq Stock Market, Inc.
("Nasdaq").
Calculation Agent:........... means Bear, Stearns & Co. Inc.
Index Business Day:.......... means a day, as determined by the Calculation
Agent, on which The Nasdaq Stock Market, the New
York Stock Exchange (the "NYSE") and the American
Stock Exchange (the "AMEX "), are open for trading
and the Nasdaq-100 Index or any successor index
(as defined below) is calculated and published.
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Initial Index Level:......... means, the closing index level of the Nasdaq-100
Index on September 27, 2004.
Final Index Level:........... will be determined by the Calculation Agent and
means the closing index level of the Nasdaq-100
Index on December 27, 2005, the calculation date,
or if that day is not an Index Business Day, on
the next Index Business Day.
Cash Settlement Value
On the maturity date, the Cash Settlement Value of this Note shall
be paid. The Cash Settlement Value shall be linked to the performance of the
Nasdaq-100 Index.
The Cash Settlement Value depends entirely on the relation of the
Final Index Level to the Initial Index Level and 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 each $1,000 aggregate
principal amount of Notes will equal:
--------------------------------------------------------------------
--------------------------------------------------------------------
$1,000+ ( ($1,000)(2)x( Final Index Level -- Initial Index Level
----------------------------------------
Initial Index Level ))
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provided, however, the Cash Settlement Value cannot exceed $1,200
per each $1,000 aggregate principal amount of Notes;
(ii) If the Final Index Level is less than the Initial Index Level,
the Cash Settlement Value per Note will equal:
--------------------------------------------------------------------
--------------------------------------------------------------------
$1,000 x ( Final Index Level
-------------------
Initial Index Level )
--------------------------------------------------------------------
--------------------------------------------------------------------
Discontinuance of the Nasdaq-100 Index
If Nasdaq discontinues publication of the Nasdaq-100 Index and
Nasdaq or another entity publishes a successor or substitute index that the
Calculation Agent determines, in
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its sole discretion, to be comparable to the discontinued Nasdaq-100 Index (the
new index being referred to as a "successor index"), then the relevant closing
levels will be determined by reference to the successor index at the close of
trading on the NYSE, the AMEX, The Nasdaq Stock Market, or the relevant exchange
or market for the successor index.
Upon any selection by the Calculation Agent of a successor index,
the Calculation Agent will cause notice to be furnished to the Company and the
Trustee, who will provide notice of the selection of the successor index to the
registered Holders of the Notes.
If Nasdaq discontinues publication of the Nasdaq-100 Index, and the
Calculation Agent determines that no successor index is available, then the
Calculation Agent will notify the Company and the Trustee, and will calculate
the appropriate closing levels. These calculations by the Calculation Agent will
be in accordance with the formula for and method of calculating the Nasdaq-100
Index last in effect prior to that discontinuance.
If a successor index is selected or the Calculation Agent calculates
a value as a substitute for the Nasdaq-100 Index as described above, that
successor index or value will be substituted for the Nasdaq-100 Index for all
purposes, including for purposes of determining whether an Index Business Day or
Market Disruption Event (as defined below) has occurred.
Adjustments to the Nasdaq-100 Index
If, at any time, the method of calculating the Nasdaq-100 Index or a
successor index is changed in any material respect, or if the Nasdaq-100 Index
or a successor index is in any other way modified, so that the value of the
Nasdaq-100 Index or the successor index does not, in the opinion of the
Calculation Agent, fairly represent the value of that index, had the changes or
modifications not been made, then, from and after that time, the Calculation
Agent will, at the close of business in New York, New York, make those
adjustments as, in the good faith judgment of the Calculation Agent, may be
necessary in order to arrive at a calculation of a value of a stock index
comparable to the Nasdaq-100 Index or the successor index, as if the changes or
modifications had not been made, and calculate the closing value with reference
to the Nasdaq-100 Index or the successor index. Accordingly, if the method of
calculating the Nasdaq-100 Index or the successor index is modified so that the
value of the Nasdaq-100 Index or the successor index is a fraction or a multiple
of what it would have been if it had not been modified (for example, due to a
split in the Nasdaq-100 Index), then the Calculation Agent will adjust that
index in order to arrive at a value of the index as if it had not been modified
(for example, as if the split had not occurred).
Market Disruption Events
If there is a market disruption event (a "Market Disruption Event")
on the calculation date, the calculation date will be the first succeeding Index
Business Day on which there is no Market Disruption Event, unless there is a
Market Disruption Event on each of the two Index Business Days following the
original date that, but for the Market Disruption Event, would have been the
calculation date. In that case, the second Index Business Day will be deemed to
be the calculation date, notwithstanding the Market Disruption Event and the
Calculation Agent will determine the level of the Nasdaq-100 Index on that
second Index Business Day in accordance with the formula for and method of
calculating the Nasdaq-100 Index in effect prior to the Market Disruption Event
using the exchange traded price of each
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security in the Nasdaq-100 Index (or, if trading in any such security has been
suspended or materially limited, the Calculation Agent's good faith estimate of
the exchange traded price that would have prevailed but for such suspension or
limitation) as of that second Index Business Day.
A Market Disruption Event means either of the following events, as
determined by the Calculation Agent, in its sole discretion:
o the suspension of or material limitation on trading for more than two
hours of trading, or during the one-half hour period preceding the close
of trading on the applicable exchange in 20% or more of the stocks which
then comprise the Nasdaq-100 Index, or any successor index (without
taking into account any extended or after-hours trading session); or
o the suspension of or material limitation on trading, in each case, for
more than two hours of trading, or during the one-half hour period
preceding the close of trading, on the applicable exchange, whether by
reason of movements in price otherwise exceeding levels permitted by the
relevant exchange or otherwise, in option contracts or futures contracts
related to the Nasdaq-100 Index, or any successor index, which are
traded on any major US exchange.
For the purpose of the above definition:
a) a limitation on the hours in a trading day and/or number of days of
trading will not constitute a Market Disruption Event if it results from
an announced change in the regular business hours of the relevant
exchange, and
b) for the purpose of clause (a) above, any limitations on trading during
significant market fluctuations under NYSE Rule 80A, or any applicable
rule or regulation enacted or promulgated by the NYSE or any other self
regulatory organization or the Securities and Exchange Commission of
similar scope as determined by the Calculation Agent, will be considered
"material."
Redemption; Defeasance
The Notes are not subject to redemption before Maturity, and are not
subject to defeasance.
Events of Default and Acceleration
If an Event of Default with respect to any Notes has occurred and is
continuing, then the amount payable to the beneficial owner of a Note, upon any
acceleration permitted by the Notes will be equal to the Cash Settlement Value
as though the date of early repayment were the maturity date of the Notes,
adjusted by an amount equal to any losses, expenses and costs to the Company
unwinding any underlying hedging or funding arrangements, all as determined by
the Calculation Agent in its sole and absolute discretion.
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Same-Day Settlement and Payment
Settlement for the Notes will be made by the Company in immediately
available funds. Payment of the Cash Settlement Value will be made in
immediately available funds, so long as the Notes are maintained in book-entry
form.
Calculation Agent
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 Company and Holders of the
Notes.
General
If so specified on the face of this Note, this Note may be redeemed
by the Company on and after the date so indicated on the face hereof. If no such
date is set forth on the face hereof, this Note may not be redeemed prior to
Maturity. On and after such date, if any, from which this Note may be redeemed,
this Note may be redeemed in whole or in part in increments of $1,000, at the
option of the Company, at a redemption price equal to 100% of the principal
amount to be redeemed, together with interest thereon payable to the Redemption
Date, on notice given, unless otherwise specified on the face hereof, not more
than 60 nor less than 30 days prior to the Redemption Date. If less than all the
Outstanding Notes having such terms as specified by the Company are to be
redeemed, the particular Notes to be redeemed shall be selected by the Trustee
not more than 60 days prior to the Redemption Date from the Outstanding Notes
having such terms as specified by the Company not previously called for
redemption, by such method as the Trustee shall deem fair and appropriate. The
notice of such redemption shall specify which Notes are to be redeemed. In the
event of redemption of this Note, in part only, a new Note or Notes in
authorized denominations for the unredeemed portion hereof shall be issued in
the name of the Holder hereof upon the surrender hereof.
If so specified on the face of this Note, this Note will be subject
to repayment at the option of the Holder hereof on the Optional Repayment
Date(s). If no Optional Repayment Date is set forth on the face hereof, this
Note may not be repaid at the option of the Holder prior to Maturity. On and
after the Optional Repayment Date, if any, from which this Note may be repaid at
the option of the Holder, this Note shall be repayable in whole or in part in
increments of $1,000 at a repayment price equal to 100% of the principal amount
to be repaid, together with interest thereon payable to the Optional Repayment
Date. For this Note to be repaid in whole or in part at the option of the Holder
hereof, the Trustee must receive not less than 30 nor more than 60 days prior to
the Optional Repayment Date (i) this Note with the form entitled "Option to
Elect Repayment," which appears below, duly completed or (ii) 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 repaid, a statement that the option to elect
repayment is being exercised thereby and a guarantee that this Note with the
form entitled "Option to Elect Repayment," 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
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Note and such form duly completed are received by the Trustee by such fifth
Business Day. Exercise of the repayment option shall be irrevocable.
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 principal of all 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 Cash Settlement Value 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 $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.
-9-
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 Cash Settlement Value 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.
____________________________________
OPTION TO ELECT REPAYMENT
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 ____________, 20___ (the "Optional Repayment Date") at a price equal to
the principal amount thereof, together with interest to the Optional Repayment
Date, 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 - 13th Floor, or at
such other place or places of which the Company shall from time to time notify
the Holder of this Note, not more than 60 days nor less than 30 days prior to
the Optional Repayment 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 increments of $1,000) which
the Holder elects to have repaid: $_________________; and specify the
denomination or denominations (which, unless a different minimum denomination is
set forth on the face hereof, shall be $25,000 or an integral multiple of $1,000
in excess of $25,000) of the Notes to be issued to the Holder for the portion of
this Note not being repaid (in the absence of any such specification, one such
Note will be issued for the portion not being repaid): $________________.
Date:_________________ ___________________________________
Note: The signature to this Option
to Elect Repayment must correspond
with the same as written upon the
face of this Note in every
particular without alteration or
enlargement.
____________________________________
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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