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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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The Bear Stearns Companies Inc.
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(Exact name of registrant as specified in its charter)
Delaware 13-3286161
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(State of Incorporation) (IRS Employer
Identification No.)
383 Madison Avenue
New York, New York 10179
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(Address of principal (Zip Code)
executive offices)
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-104455
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Accelerated Market Participation American Stock Exchange LLC
Securities Linked to the S&P 500 Index
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Securities to be registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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None Not Applicable
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Item 1. Description of Registrant's Securities to be Registered.
The description of the general terms and provisions of the Accelerated
Market Participation Securities Linked to the S&P 500 Index to be issued by the
registrant (the "AMPS") set forth in the Preliminary Prospectus Supplement dated
July 15, 2003 and the Prospectus dated April 24, 2003, attached hereto as
Exhibit 99.1, which contain certain proposed terms and provisions, are hereby
incorporated by reference. The description of the AMPS contained in the
Prospectus Supplement, to be filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, under the registrant's Registration Statement on Form
S-3 (File No. 333-104455), which will contain the final terms and provisions of
the AMPS, is hereby deemed to be incorporated by reference herein and made a
part hereof.
Item 2. Exhibits.
4.1(a) Warrant Agreement, dated as of July 9, 2003, between The Bear
Stearns Companies Inc. and JPMorgan Chase Bank, as Warrant Agent.
4.1(b) First Supplemental Warrant Agreement, dated as of July 17, 2003,
among The Bear Stearns Companies Inc., JPMorgan Chase Bank, as
Warrant Agent and Bear, Stearns & Co. Inc, as Calculation Agent.
4.2 Form of Warrant (Attached as Exhibit I to the Warrant Agreement).
99.1(a) Preliminary Prospectus Supplement describing the Accelerated
Market Participation Securities Linked to the S&P 500 Index,
subject to completion, dated July 15, 2003 (incorporated by
reference to the registrant's filing under Rule 424(b)(5), dated
July 15, 2003).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
THE BEAR STEARNS COMPANIES INC.
By: /s/ Kenneth L. Edlow
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Name: Kenneth L. Edlow
Title: Secretary
Dated: July 17, 2003
EXHIBIT INDEX
4.1(a) Warrant Agreement, dated as of July 9, 2003, between The Bear Stearns
Companies Inc. and JPMorgan Chase Bank, as Warrant Agent.
4.1(b) First Supplemental Warrant Agreement, dated as of July 17, 2003, among
The Bear Stearns Companies Inc., JPMorgan Chase Bank, as Warrant Agent
and Bear, Stearns & Co. Inc, as Calculation Agent.
4.2 Form of Warrant (Attached as Exhibit I to the Warrant Agreement).
99.1(a) Preliminary Prospectus Supplement describing the Accelerated Market
Participation Securities Linked to the S&P 500 Index, subject to
completion, dated July 15, 2003 (incorporated by reference to the
registrant's filing under Rule 424(b)(5), dated July 15, 2003).