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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
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 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. [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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Principal Protected Notes American Stock Exchange LLC
Linked to the Dow Jones
Industrial Average Due
March 23, 2011
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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 Principal
Protected Notes Linked to the Dow Jones Industrial Average Due March 23, 2011 to
be issued by the registrant (the "Notes") set forth in the Preliminary Pricing
Supplement dated February 25, 2004, attached hereto as Exhibit 99.1(b), the
Prospectus Supplement dated November 17, 2003 and the Prospectus dated November
17, 2003, each attached hereto as Exhibit 99.1(a), which contain certain
proposed terms and provisions, are hereby incorporated by reference. The
description of the general terms and provisions of the Notes set forth 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. 333-109793), 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 November 17, 2003 and Prospectus,
dated November 17, 2003, each relating to Medium Term Notes,
Series B (incorporated by reference to the registrant's filing
under Rule 424(b)(5), dated November 17, 2003).
99.1(b) Preliminary Pricing Supplement describing the Principal
Protected Notes Linked to the Dow Jones Industrial Average Due
March __, 2011, subject to completion, dated February 25, 2004
(incorporated by reference to the registrant's filing under Rule
424(b)(5), dated February 25, 2004).
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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: March 18, 2004
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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 November 17, 2003 and Prospectus, dated
November 17, 2003, each relating to Medium Term Notes, Series B
(incorporated by reference to the registrant's filing under Rule
424(b)(5), dated November 17, 2003).
99.1(b) Preliminary Pricing Supplement describing the Principal Protected Notes
Linked to the Dow Jones Industrial Average Due March __, 2011, subject
to completion, dated February 25, 2004 (incorporated by reference to the
registrant's filing under Rule 424(b)(5), dated February 25, 2004).
4