PRICING SUPPLEMENT NO. 45 Rule 424(b)(3)
DATED: November 14, 2002 File No. 333-76894
(To Prospectus dated January 25, 2002,
and Prospectus Supplement dated January 25, 2002)
$10,006,693,162
THE BEAR STEARNS COMPANIES INC.
MEDIUM-TERM NOTES, SERIES B
Principal Amount: $15,000,000 Floating Rate Notes [ ] Book Entry Notes [x]
Original Issue Date: 11/29/2002 Fixed Rate Notes [x] Certificated Notes [ ]
Maturity Date: 11/29/2022 CUSIP#: 073928YB3
Option to Extend Maturity: No [ ]
Yes [ ] Final Maturity Date:
Minimum Denominations: $1,000, increased in multiples of $1,000
Optional Optional
Redemption Repayment Repayment
Redeemable On Price(s) Date(s) Price(s)
------------- -------------- ------------- -----------
* N/A N/A N/A
+
Applicable Only to Fixed Rate Notes:
------------------------------------
Interest Rate: 6.00%
Interest Payment Date(s): **
Applicable Only to Floating Rate Notes:
---------------------------------------
Interest Rate Basis: Maximum Interest Rate:
[ ] Commercial Paper Rate Minimum Interest Rate:
[ ] Federal Funds Effective Rate
[ ] Federal Funds Open Rate Interest Reset Date(s):
[ ] Treasury Rate Interest Reset Period:
[ ] LIBOR Reuters Interest Payment Date(s):
[ ] LIBOR Telerate
[ ] Prime Rate
[ ] CMT Rate
Initial Interest Rate: Interest Payment Period:
Index Maturity:
Spread (plus or minus):
* Commencing November 29, 2006 and on the interest payment dates thereafter
until Maturity, the Notes may be called in whole at par at the option of
the Company on ten calendar days notice.
+ As described below under "Redemption Upon Death of a Beneficial Owner",
the Notes may be redeemed at the option of a representative of the
deceased beneficial owner at a redemption price equal to 100% of the
principal amount of the Notes being redeemed, plus accrued and unpaid
interest to the redemption date.
** Commencing December 29, 2002 and on the 29th of each month thereafter
until Maturity or until the Notes are called.
The distribution of Notes will conform to the requirements set forth in Rule
2720 of the NASD Conduct Rules.
Redemption Upon Death of a Beneficial Owner
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Unless the Notes have been declared due and payable before their Stated Maturity
by reason of an Event of Default under the indenture, as more fully described in
the Prospectus under "Description of Debt Securities - Events of Default", or
have been previously redeemed or otherwise repaid, the personal representative
or other person authorized to represent a deceased beneficial owner of Notes has
the right to request redemption before the Stated Maturity of all or part of the
deceased beneficial owner's interest in the Notes, and the Company will be
obligated to redeem that portion of the Notes. "Personal representative or other
person authorized to represent a deceased beneficial owner of Notes" means a
person who has the right to sell, transfer or otherwise dispose of an interest
in a Note and the right to receive the proceeds from the Note, as well as the
interest and principal payable to the holder of the Note. However, during the
period from November 29, 2003, through and including November 29, 2004 (the
"initial period") and during any twelve month period that ends on and includes
each subsequent November 29 (each, a "subsequent period"), the Company will not
be obligated to redeem:
o on behalf of a deceased beneficial owner, any interest or interests in the
Notes that in the aggregate exceeds $25,000 in principal amount, or
o interests in the Notes exceeding in aggregate principal amount two percent
of the aggregate principal amount of the Notes offered by this Pricing
Supplement for all representatives requesting redemption upon the death of
beneficial owners (the "two percent aggregate limitation").
The Company may, at its option, redeem interests of any deceased beneficial
owner in the Notes in the initial period or any subsequent period in excess of
the $25,000 limitation. Any optional redemption by the Company of this kind, to
the extent it exceeds the $25,000 limitation for any deceased beneficial owner,
will not be included in the computation of the two percent aggregate limitation
for redemption of the Notes for the initial period or any subsequent period. The
Company may also, at its option, redeem interests of deceased beneficial owners
in the Notes in the initial period or any subsequent period in an aggregate
principal amount exceeding the two percent aggregate limitation. Any optional
redemption by the Company of this kind, to the extent it exceeds the two percent
aggregate limitation, will not reduce the aggregate limitation for the initial
or any subsequent period. Upon any determination by the Company to redeem Notes
in excess of the $25,000 limitation or the two percent aggregate limitation,
Notes will be redeemed in the order of receipt of redemption requests by the
Trustee.
A representative of a deceased beneficial owner may initiate a request for
redemption at any time on and after November 29, 2003 and in any principal
amount, as long as the principal amount is in integral multiples of $1,000. The
representative must deliver its request to the participant through which the
deceased beneficial owner owned an interest in the Notes. "Participant" means an
institution that has an account with the depositary for the Notes, which in this
case initially will be The Depository Trust Company. The request for redemption
must be in form satisfactory to the participant and must be accompanied by
evidence of the death of the beneficial owner, evidence of the authority of the
representative satisfactory to the participant, any waivers, notices or
certificates that may be required under applicable state or federal law and any
other evidence of the right to the redemption that the participant requires. The
request must specify the principal amount of the interest in the Notes to be
redeemed, which amount must be in integral multiples of $1,000. Subject to the
rules and arrangements applicable to the depositary, the participant will then
need to deliver to the depositary a request for redemption substantially in the
form attached as Appendix A to this Pricing Supplement. On receipt of a
redemption request, the depositary will need to forward the request to the
Trustee. The Trustee is required to maintain records with respect to redemption
requests received by it, including the date of receipt, the name of the
participant filing the redemption request and the status of each redemption
request with respect to the $25,000 limitation and the two percent aggregate
limitation. The Trustee will promptly file with the Company each redemption
request it receives. The Company, the depositary and the Trustee:
o may conclusively assume, without independent investigation, that the
statements contained in each redemption request are true and correct; and
o will have no responsibility:
o for reviewing any documents submitted to the participant by the
representative or for determining whether the applicable decedent is
in fact the beneficial owner of the interest in the Notes to be
redeemed or is in fact deceased; and
o for determining whether the representative is duly authorized to
request redemption on behalf of the applicable beneficial owner.
In addition, the Company and the Trustee have no responsibility for the actions
of the depositary or any participant, or any other financial institution through
which any interest in the Notes may be held, with regard to redemption requests,
including any failure to make, or any delay in making, such a request on the
part of the depositary, any participant or any such other institution. Any
representative wishing to request a redemption of Notes will need to contact the
relevant participant through which the representative's interests in the Notes
are held or, if those interests are held through a participant indirectly
through an account at another financial institution, instruct that institution
to contact the participant to make the necessary arrangements to ensure that the
request is made in a proper and timely manner.
Subject to the $25,000 limitation and the two percent aggregate limitation, the
Company will, after the death of any beneficial owner, redeem the interest of
the beneficial owner in the Notes not less than 30 nor more than 60 days
following its receipt of a redemption request from the Trustee. If redemption
requests exceed the aggregate principal amount of interests in Notes required to
be redeemed during the initial period or during any subsequent period, then
excess redemption requests will be applied, in the order received by the
Trustee, to successive subsequent periods, regardless of the number of
subsequent periods required to redeem the interests. The Company may at any time
notify the Trustee that it will redeem, on a date not less than 30 nor more than
60 days after the date of the notice, all or any lesser amount of Notes for
which redemption requests have been received but that are not then eligible for
redemption by reason of the $25,000 limitation or the two percent aggregate
limitation. If the Company does so, Notes will be redeemed in the order of
receipt of redemption requests by the Trustee.
The Company will pay 100% of the principal amount plus any unpaid interest
accrued to (but excluding) the redemption date for the Notes it redeems in
accordance with a redemption request of a representative of a deceased
beneficial owner. Subject to arrangements with the depositary, payment for
interests in the Notes to be redeemed will be made to the depositary in the
aggregate principal amount specified in the redemption requests submitted to the
Trustee by the depositary that are to be fulfilled in connection with the
payment upon presentation of the Notes to the Trustee for redemption. The
principal amount of any Notes acquired or redeemed by the Company other than by
redemption at the option of any representative of a deceased beneficial owner
under the procedures described in this Pricing Supplement will not be included
in the computation of either the $25,000 limitation or the two percent aggregate
limitation for the initial period or for any subsequent period.
An interest in a Note held in tenancy by the entirety, by joint tenancy or by
tenants in common will be deemed to be held by a single beneficial owner, and
the death of a tenant by the entirety, joint tenant or tenant in common will be
deemed the death of a beneficial owner. The death of a person who, immediately
prior to his or her death, was entitled to substantially all of the rights of a
beneficial owner of an interest in the Notes will be deemed the death of the
beneficial owner, regardless of the recordation of the interest on the records
of the participant, if the decedent's rights are established to the satisfaction
of the participant. Rights of this kind will be deemed to exist in typical cases
of nominee ownership, ownership under the Uniform Gifts to Minors Act or the
Uniform Transfers to Minors Act, community property or other similar joint
ownership arrangements, including individual retirement accounts or Keogh H.R.
10 plans maintained solely by or for the decedent or by or for the decedent and
any spouse, and trust and certain other arrangements where one person has
substantially all of the rights of a beneficial owner during that person's
lifetime.
If a redemption request is presented on behalf of a deceased beneficial owner
and has not been fulfilled at the time the Company gives notice of its election
to redeem the Notes, the Notes that are the subject of the pending redemption
request will be redeemed before any other Notes.
Any redemption request may be withdrawn by the person(s) presenting the request
upon delivery of a written request for withdrawal given by the participant on
behalf of the person(s) to the depositary and by the depositary to the trustee
not less than 30 days before the redemption payment.
During any time in which the Notes are not represented by a global security and
are issued in definitive form:
o all references in this Pricing Supplement to participants and the
depositary, including the depositary's governing rules, regulations and
procedures, will be deemed deleted;
o all determinations that the participants are required to make as described
in this section will be made by the Company, including, without
limitation, determining whether the applicable decedent is in fact the
beneficial owner of the interest in the Notes to be redeemed or is in fact
deceased and whether the representative is duly authorized to request
redemption on behalf of the applicable beneficial owner; and
o all redemption requests, to be effective, must
o be delivered by the representative to the Trustee, with a copy to
the Company;
o if required by the Trustee and the Company, be in the form of the
attached redemption request, with appropriate changes mutually
agreed to by the Trustee and the Company to reflect the fact that
the redemption request is being executed by a representative,
including provision for signature guarantees; and
o be accompanied by the Note that is the subject of the redemption
request or, if applicable, a properly executed assignment or
endorsement, in addition to all documents that are otherwise
required to accompany a redemption request. If the record interest
in the Note is held by a nominee of the deceased beneficial owner, a
certificate or letter from the nominee attesting to the deceased's
ownership of a beneficial interest in the Note must also be
delivered.
APPENDIX A
FORM OF REDEMPTION REQUEST
THE BEAR STEARNS COMPANIES INC.
6.00% Notes due 2022
CUSIP NO. 073928YB3
The undersigned, [_______________________] (the "Participant"), does hereby
certify, pursuant to the provisions of the Indenture dated as of May 31, 1991,
as amended, modified or supplemented from time to time (the "Indenture") by and
between The Bear Stearns Companies Inc. (the "Issuer") and JPMorgan Chase Bank
(formerly, The Chase Manhattan Bank), as trustee (the "Trustee"), to The
Depository Trust Company (the "Depositary"), to the Issuer and to the Trustee
that:
1. [Name of deceased Beneficial Owner] is deceased.
2. [Name of deceased Beneficial Owner] had a $[_____] interest in the
above-referenced Notes.
3. [Name of Representative] is [Beneficial Owner's personal
representative/other person authorized to represent the estate of the
Beneficial Owner/surviving joint tenant/surviving tenant by the
entirety/trustee of a trust] of [Name of deceased Beneficial Owner] and
has delivered to the undersigned a request for redemption in form
satisfactory to the undersigned, requesting that $ [_____] principal
amount of said Notes be redeemed in accordance with the Indenture. The
documents accompanying such request, all of which are in proper form, are
in all respects satisfactory to the undersigned and [Name of
Representative] is entitled to have the Notes to which this redemption
request relates redeemed.
4. The Participant holds the interest in the Notes with respect to which this
redemption request is being made on behalf of [Name of deceased Beneficial
Owner].
5. The Participant hereby certifies that it will indemnify and hold harmless
the Depositary, the Trustee and the Issuer (including their respective
officers, directors, agents, attorneys and employees), against all
damages, loss, cost, expense (including reasonable attorneys' and
accountants' fees), obligations, claims or liability incurred by the
indemnified party or parties as a result of or in connection with the
redemption of Notes to which this redemption request relates. The
Participant will, at the request of the Issuer, forward to the Issuer a
copy of the documents submitted by [name of Representative] in support of
the request for redemption.
IN WITNESS WHEREOF, the undersigned has executed this redemption request as of
[___ _, 20__].
[Participant Name]
By:_____________________________________
Name:
Title: