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Exhibit
4(f)
THE BEAR STEARNS COMPANIES
INC.,
CHASEMELLON SHAREHOLDER
SERVICES, L.L.C., as Depositary
AND
THE HOLDER OF DEPOSITARY
RECEIPTS HEREIN
Deposit Agreement
Dated as of June 19,
1998
DEPOSIT AGREEMENT dated as of
June 19, 1998, among THE BEAR STEARNS COMPANIES INC., a
corporation duly organized and existing under the laws of the State
of Delaware, ChaseMellon Shareholder Services L.L.C., a limited
liability company existing under the laws of the state of New
Jersey and the holders from time to time of the Receipts (as
hereinafter defined) described herein.
WHEREAS it is desired to
provide, as hereinafter set forth in this Deposit Agreement, for
the deposit of shares of 5.49% Cumulative Preferred Stock, Series
G, $1.00 par value, of THE BEAR STEARNS COMPANIES INC. with the
Depositary for the purposes set forth in this Deposit Agreement and
for the issuance hereunder of Receipts evidencing Depositary Shares
in respect of the Stock (as hereinafter defined) so
deposited;
NOW, THEREFORE, in
consideration of the premises, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
The following definitions
shall for all purposes, unless otherwise indicated, apply to the
respective terms used in this Deposit Agreement and the
Receipts:
“ Certificate of
Designations ” shall mean the Certificate of Designations
filed with the Secretary of State of Delaware establishing the
Stock as a series of preferred stock of the Company.
“ Certificate of
Incorporation ” shall mean the Certificate of
Incorporation, as amended from time to time, of the
Company.
“ Company
” shall mean The Bear Stearns Companies Inc., a Delaware
corporation having its principal office at 245 Park Avenue, New
York, New York 10167, and its successors.
“ Deposit
Agreement ” shall mean this Deposit Agreement, as amended
or supplemented from time to time.
“ Depositary
” shall mean ChaseMellon Shareholder Services L.L.C., a
limited liability company existing under the laws of the State of
New Jersey, and any successor as Depositary hereunder.
“ Depositary
Shares ” shall mean Depositary Shares, each representing
a one-fourth fractional interest in a share of Stock and evidenced
by a Receipt.
“ Depositary’s
Agent ” shall mean an agent appointed by the Depositary
pursuant to Section 7.05.
“ Depositary’s
Office ” shall mean the principal office of the
Depositary in New York, New York, at which at any particular time
its depositary receipt business shall be administered.
“ Receipt
” shall mean one of the depositary receipts issued hereunder,
whether in definitive or temporary form.
“ Record Holder
” as applied with respect to a Receipt shall mean the person
in whose name a Receipt is registered on the books of the
Depositary maintained for such purpose.
“ Registrar
” shall mean any bank or trust company which shall be
appointed to register ownership and transfers of Receipts as herein
provided.
“ Stock ”
shall mean shares of the Company’s 5.49% Cumulative Preferred
Stock, Series G, $1.00 par value.
ARTICLE II
FORM OR RECEIPTS, DEPOSIT
OF STOCK, EXECUTION AND DELIVERY,
TRANSFER, SURRENDER AND
REDEMPTION OF RECEIPTS
Section 2.01. Form
and Transfer of Receipts . Definitive Receipts shall be
engraved or printed or lithographed on steel-engraved borders and
shall be substantially in the form set forth in Exhibit A annexed
to this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. Pending the
preparation of definitive Receipts, the Depositary, upon the
written order of the Company delivered in compliance with
Section 2.02, shall execute and deliver temporary Receipts
which shall be printed, lithographed, typewritten, mimeographed or
otherwise substantially of the tenor of the definitive Receipts in
lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the persons
executing such Receipts may determine are necessary for such
temporary Receipts, as evidenced by their execution of such
Receipts. If temporary Receipts are issued, the Company and the
Depositary will cause definitive Receipts to be prepared without
unreasonable delay. After the preparation of definitive Receipts,
the temporary Receipts shall be exchangeable for definitive
Receipts upon surrender of the temporary Receipts at the
Depositary’s office, or such other office as the Depositary
may designate, without charge to the holder. Upon surrender for
cancellation of any one or more temporary Receipts, the Depositary
shall execute and deliver in exchange therefor definitive Receipts
representing the same number of Depositary Shares as represented by
the surrendered temporary Receipt or Receipts. Such exchange shall
be made at the Company’s expense and without any charge
therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Agreement, and
with respect to the Stock, as definitive Receipts.
Receipts shall be executed by
the Depositary by the manual signature of a duly authorized
signatory of the Depositary; provided , that such signature
may be a facsimile if a Registrar for the Receipts (other than the
Depositary) shall have been appointed and such Receipts are
countersigned by manual signature of a duly authorized signatory of
the Registrar. No Receipt shall be entitled to any benefits under
this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized
signatory of the Depositary or, if a Registrar for the Receipts
(other than the Depositary) shall have been appointed, by facsimile
signature of a duly authorized signatory of the Depositary and
countersigned manually by a duly authorized signatory of such
Registrar. The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.
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Receipts shall be in
denominations of any number of whole Depositary Shares.
Receipts may be endorsed with
or have incorporated in the text thereof such legends or recitals
or changes not inconsistent with the provisions of this Deposit
Agreement as may be required by the Depositary or required to
comply with any applicable law or any regulation thereunder or with
the rules and regulations of any securities exchange upon which the
Stock, the Depositary Shares or the Receipts may be listed or to
conform with any usage with respect thereto, or to indicate any
special limitations or restrictions to which any particular
Receipts are subject.
Title to Depositary Shares
evidenced by a Receipt which is properly endorsed, or accompanied
by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a
negotiable instrument; provided , however , that
until transfer of a Receipt shall be registered on the books of the
Depositary as provided in Section 2.04, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder
thereof at such time as the absolute owner thereof for the purpose
of determining the person entitled to distributions of dividends or
other distributions or to any notice provided for in this Deposit
Agreement and for all other purposes.
Section 2.02. Deposit
of Stock; Execution and Delivery of Receipts in Respect Thereof
. Subject to the terms and conditions of this Deposit Agreement,
the Company may from time to time deposit shares of Stock under
this Deposit Agreement by delivery to the Depositary of a
certificate or certificates for the Stock to be deposited, properly
endorsed or accompanied, if required by the Depositary, by a duly
executed instrument of transfer or endorsement, in form
satisfactory to the Depositary, together with all such
certifications as may be required by the Depositary in accordance
with the provisions of this Deposit Agreement, and together with a
written order directing the Depositary to execute and deliver to,
or upon the written order of, the person or persons stated in such
order a Receipt or Receipts for the number of Depositary Shares
representing interests in such deposited Stock.
Deposited Stock shall be held
by the Depositary at the Depositary’s Office or at such other
place or places as the Depositary shall determine.
Upon receipt by the
Depositary of a certificate or certificates for Stock deposited in
accordance with the provisions of this Section, together with the
other documents required as above specified, and upon receipt of
sufficient evidence by the Depositary of the recordation of the
Stock on the books of the Company in the name of the Depositary or
its nominee, the Depositary, subject to the terms and conditions of
this Deposit Agreement, shall execute and deliver, to or upon the
order of the person or persons named in the written order delivered
to the Depositary referred to in the first paragraph of this
Section, a Receipt for the number of Depositary Shares relating to
the Stock so deposited and registered in such name or names as may
be requested by such person or persons. The Depositary shall
execute and deliver such Receipt at the Depositary’s Office
or such other offices, if any, as the Depositary may designate.
Delivery at other offices shall be at the risk and expense of the
person requesting such delivery. However, in each case, such
delivery will be made only upon payment to the Depositary of all
taxes and governmental charges and fees payable by the depositor,
as provided in Section 5.07.
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Section 2.03.
Redemption of Stock . Whenever the Company shall elect to
redeem shares of Stock in accordance with the provisions of the
Certificate of Incorporation and the Certificate of Designations,
it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary not less than 30 nor more than 60 days’
notice of the date of such proposed redemption of Stock. On the
date of such redemption, provided that the Company shall then have
paid in full to the Depositary the redemption price of the Stock to
be redeemed, plus any accrued and unpaid dividends thereon, the
Depositary shall redeem the number of Depositary Shares
representing such Stock. The Depositary shall mail notice of such
redemption and the proposed simultaneous redemption of the number
of Depositary Shares representing the Stock to be redeemed,
first-class postage prepaid, not less than 20 and not more than 50
days prior to the date fixed for redemption of such Stock and
Depositary Shares (the “ Redemption Date ”), to
the record holders of the Receipts evidencing the Depositary Shares
to be so redeemed, at the addresses of such holders as they appear
on the records of the Depositary; but neither failure to mail any
such notice to one or more such holders nor any defect in any
notice to one or more such holders shall affect the sufficiency of
the proceedings for redemptions to the other holders. Each such
notice shall state: (i) the Redemption Date; (ii) the
number of Depositary Shares to be redeemed and, if less than all
the Depositary Shares held by any such holder are to be redeemed,
the number of such Depositary Shares held by such holder to be so
redeemed; (iii) the redemption price (which shall include full
cumulative dividends thereon to the Redemption Date); (iv) the
place or places where Receipts evidencing Depositary Shares are to
be surrendered for payment of the redemption price; and
(v) that dividends in respect of the Stock underlying the
Depositary Shares to be redeemed will cease to accumulate at the
close of business on such Redemption Date. In case less than all
the Outstanding Depositary Shares are to be redeemed, the
Depositary Shares to be so redeemed shall be selected by lot or pro
rata or such other method as may be determined by the Depositary to
be equitable.
Notice having been mailed by
the Depositary as aforesaid, from and after the Redemption Date
(unless the Company shall have failed to redeem the shares of Stock
to be redeemed by it as set forth in the Company’s notice
provided for in the preceding paragraph) all dividends in respect
of the shares of Stock so called for redemption shall cease to
accumulate, the Depositary Shares being redeemed from such Proceeds
shall be deemed no longer to be outstanding, all rights of the
holders of Receipts evidencing such Depositary Shares (except the
right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate and, upon surrender in
accordance with such notice of the Receipts evidencing any such
Depositary Shares (properly endorsed or assigned for transfer, if
the Depositary shall so require), such Depositary Shares shall be
redeemed by the Depositary at a redemption price per Depositary
Share equal to one-fourth of the redemption price per share paid in
respect of the shares of Stock plus all money and other property,
if any, represented by such Depositary Share, including one-fourth
of all amounts paid by the Company in respect of dividends which on
the Redemption Date have accumulated on a share of Stock to be so
redeemed and have not theretofore been paid.
If less than all the
Depositary Shares evidenced by a Receipt are called for redemption,
the Depositary will deliver to the holder of such Receipt upon its
surrender to the Depositary, together with the redemption payment,
a new Receipt evidencing the Depositary Shares evidenced by such
prior Receipt and not called for redemption.
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Section 2.04.
Registration of Transfer of Receipts . Subject to the terms
and conditions of this Deposit Agreement, the Depositary shall
register on its books from time to time transfers of Receipts upon
any surrender thereof by the holder in person or by duly authorized
attorney, properly endorsed or accompanied by a properly executed
instrument of transfer. Thereupon the Depositary shall execute a
new Receipt or Receipts evidencing the same aggregate number of
Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the
order of the person entitled thereto.
Section 2.05.
Split-ups and Combinations of Receipts; Surrender of Receipts
and Withdrawal of Stock . Upon surrender of a Receipt or
Receipts at the Depositary’s Office or at such other offices
as it may designate for the purpose of effecting a split-up or
combination of such Receipt or Receipts, and subject to the terms
and conditions of this Deposit Agreement, upon receipt by the
Depositary of appropriate certification and a written order of the
Company, the Depositary shall execute and deliver a new Receipt or
Receipts in the authorized denomination or denominations requested,
evidencing the aggregate number of Depositary Shares evidenced by
the Receipt or Receipts surrendered.
Any holder of a Receipt or
Receipts representing any number of whole shares of Stock may
withdraw the Stock and all money and other property, if any,
represented thereby by surrendering such Receipt or Receipts at the
Depositary’s Office or at such other offices as the
Depositary may designate for such withdrawals. Thereafter, without
unreasonable delay, the Depositary shall deliver to such holder, or
to the person or persons designated by such holder as hereinafter
provided, the number of whole shares of Stock and all money and
other property, if any, represented by the Receipt or Receipts so
surrendered for withdrawal, but holders of such whole shares of
Stock will not thereafter be entitled to deposit such Stock
hereunder or to receive Depositary Shares therefor. If a Receipt
delivered by the holder to the Depositary in connection with such
withdrawal shall evidence a number of Depositary Shares in excess
of the number of Depositary Shares representing the number of whole
shares of Stock to be so withdrawn, the Depositary shall at the
same time, in addition to such number of whole shares of Stock and
such money and other property, if any, to be so withdrawn, deliver
to such holder, or (subject to Section 2.04) upon his order, a
new Receipt evidencing such excess number of Depositary Shares.
Delivery of the Stock and the money and other property being
withdrawn may be made by the delivery of such certificates,
documents of title and other instruments as the Depositary may deem
appropriate.
If the Stock and the money
and other property being withdrawn are to be delivered to a person
or persons other than the record holder of the Receipt or Receipts
being surrendered for withdrawal of Stock, such holder shall
execute and deliver to the Depositary a written order so directing
the Depositary and the Depositary may require that the Receipt or
Receipts surrendered by such holder for withdrawal of such shares
of Stock be properly endorsed in blank or accompanied by a properly
executed instrument of transfer in blank.
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Delivery of the Stock and the
money and other property, if any, represented by Receipts
surrendered for withdrawal shall be made by the Depositary at the
Depositary’s Office, except that, at the request, risk and
expense of the holder surrendering such Receipt or Receipts and for
the account of the holder thereof, such delivery may be made at
such other place as may be designated by such holder and reasonably
acceptable to the Depositary.
Section 2.06.
Limitations on Execution and Delivery, Transfer, Surrender and
Exchange of Receipts . As a condition precedent to the
execution and delivery, registration of transfer, split-up,
combination, surrender or exchange of any Receipt, the Depositary,
any of the Depositary’s Agents or the Company may require
payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Company shall have made such payment,
the reimbursement to it) of any charges or expenses payable by the
holder of a Receipt pursuant to Section 5.07, may require the
production of evidence satisfactory to it as to the identity and
genuineness of any signature and may also require compliance with
such regulations, if any, as the Depositary or the Company may
establish consistent with the provisions of this Deposit
Agreement.
The deposit of Stock may be
refused, the delivery of Receipts against Stock may be suspended,
the registration of transfer of Receipts may be refused and the
registration of transfer, surrender or exchange of outstanding
Receipts may be suspended (i) during any period when the
register of stockholders of the Company is closed or (ii) if
any such action is deemed necessary or advisable by the Depositary,
any of the Depositary’s Agents or the Company at any time or
from time to time because of any requirement of law or of any
government or governmental body or commission or under any
provision of this Deposit Agreement.
Section 2.07. Lost
Receipts, etc. In case any Receipt shall be mutilated,
destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange
and substitution for such mutilated Receipt, or in lieu of and in
substitution for such destroyed, lost or stolen Receipt, upon
(i) the filing by the holder thereof with the Depositary of
evidence satisfactory to the Depositary of such destruction or loss
or theft of such Receipt, of the authenticity thereof and of his or
her ownership thereof and (ii) the furnishing of the
Depositary with reasonable indemnification satisfactory to
it.
Section 2.08.
Cancellation and Destruction of Surrendered Receipts . All
Receipts surrendered to the Depositary or any Depositary’s
Agent shall be cancelled by the Depositary. Except as prohibited by
applicable law or regulation, the Depositary is authorized to
destroy all Receipts so cancelled.
ARTICLE III
CERTAIN OBLIGATIONS OF THE
HOLDERS
OF RECEIPTS AND THE
COMPANY
Section 3.01. Filing
Proofs, Certificates and Other Information . Any holder of a
Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such
certificates and to make such representation and warranties as the
Depositary or the Company may reasonably deem necessary or proper.
The Depositary or
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the Company may withhold the delivery,
or delay the registration of transfer, redemption or
exchange,
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