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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:
333-109793
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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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(Euro) 850,000,000 Floating Rate New York Stock Exchange
Global Notes
Due July 27, 2012
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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 terms and provisions of the (Euro) 850,000,000
Floating Rate Global Notes Due July 27, 2012 to be issued by the registrant (the
"Notes") as set forth in the Prospectus Supplement, dated July 20, 2005, and the
accompanying Prospectus, dated February 2, 2005, are hereby incorporated by
reference and made a part hereof. The Prospectus Supplement and the accompanying
Prospectus have been 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. 333-121744).
Item 2. Exhibits.
4.1(a) Indenture, dated as of May 31, 1991, between The Bear Stearns
Companies Inc. and JPMorgan Chase Bank, N.A. (formerly, The Chase
Manhattan Bank) (incorporated by reference to Exhibit 4(a)(1) to the
registrant's Registration Statement on Form S-3 (File No. 33-40933)).
4.1(b) First Supplemental Indenture, dated as of January 29, 1998, between
The Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A.
(formerly, The Chase Manhattan Bank) (incorporated by reference to
Exhibit 4(a)(2) to the registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 2, 1998).
4.2 Form of Note ((Euro)850,000,000 Floating Rate Global Notes Due July
27, 2012).
99.1 Prospectus Supplement, dated July 20, 2005, describing the (Euro)
850,000,000 Floating Rate Global Notes Due July 27, 2012, and the
accompanying Prospectus, dated February 2, 2005, relating to Medium
Term Notes, Series B (incorporated by reference to the registrant's
filing under Rule 424(b)(5), filed with the Securities and Exchange
Commission on July 22, 2005).
2
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 25, 2005
EXHIBIT INDEX
4.1(a) Indenture, dated as of May 31, 1991, between The Bear Stearns
Companies Inc. and JPMorgan Chase Bank, N.A. (formerly, The Chase
Manhattan Bank) (incorporated by reference to Exhibit 4(a)(1) to the
registrant's Registration Statement on Form S-3 (File No. 33-40933)).
4.1(b) First Supplemental Indenture, dated as of January 29, 1998, between
The Bear Stearns Companies Inc. and JPMorgan Chase Bank, N.A.
(formerly, The Chase Manhattan Bank) (incorporated by reference to
Exhibit 4(a)(2) to the registrant's Current Report on Form 8-K filed
with the Securities and Exchange Commission on February 2, 1998).
4.2 Form of Note ((Euro)850,000,000 Floating Rate Global Notes Due July
27, 2012).
99.1 Prospectus Supplement, dated July 20, 2005, describing the (Euro)
850,000,000 Floating Rate Global Notes Due July 27, 2012, and the
accompanying Prospectus, dated February 2, 2005, relating to Medium
Term Notes, Series B (incorporated by reference to the registrant's
filing under Rule 424(b)(5), filed with the Securities and Exchange
Commission on July 22, 2005).