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
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(Address of principal -----------------------
executive offices) (Zip Code)
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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.
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:
333-76894
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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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Principal Protected SECTOR American Stock Exchange LLC
SELECTOR Notes Due 2008
Linked to a Basket of U.S.
Sector Exchange Traded Funds
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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
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the general terms and provisions of the Principal
Protected SECTOR SELECTOR Notes Due 2008 Linked to a Basket of U.S. Sector
Exchange Traded Funds to be issued by the registrant (the "Notes") set forth in
the Preliminary Pricing Supplement dated January 3, 2003, the Prospectus
Supplement dated January 25, 2002 and the Prospectus dated January 25, 2002,
each attached hereto as Exhibit 99.1, which contain certain proposed terms and
provisions, are hereby incorporated by reference. The description of the Notes
contained in the Pricing 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. 333-76894), which will contain the final terms
and provisions of the Notes, is hereby deemed to be incorporated by reference
herein and made a part hereof.
ITEM 2. EXHIBITS.
4.1(a) Indenture, dated as of May 31, 1991, between The Bear Stearns
Companies Inc. and JPMorgan Chase Bank (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 (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.
99.1(a) Prospectus Supplement, dated January 25, 2002 and Prospectus, dated
January 25, 2002, each relating to Medium Term Notes, Series B
(incorporated by reference to the registrant's filing under Rule
424(b)(5), dated January 25, 2002).
99.1(b) Preliminary Pricing Supplement describing the Principal Protected
SECTOR SELECTOR Notes Due 2008 Linked to a Basket of U.S. Sector
Exchange Traded Funds, subject to completion, dated January 3, 2003
(incorporated by reference to the registrant's filing under Rule
424(b)(5), dated January 3, 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: January 30, 2003
EXHIBIT INDEX
4.1(a) Indenture, dated as of May 31, 1991, between The Bear Stearns
Companies Inc. and JPMorgan Chase Bank (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 (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.
99.1(a) Prospectus Supplement, dated January 25, 2002 and Prospectus, dated
January 25, 2002, each relating to Medium Term Notes, Series B
(incorporated by reference to the registrant's filing under Rule
424(b)(5), dated January 25, 2002).
99.1(b) Preliminary Pricing Supplement describing the Principal Protected
SECTOR SELECTOR Notes Due 2008 Linked to a Basket of U.S. Sector
Exchange Traded Funds, subject to completion, dated January 3, 2003
(incorporated by reference to the registrant's filing under Rule
424(b)(5), dated January 3, 2003).