Exhibit 1(i)
THE BEAR XXXXXXX COMPANIES INC.
MEDIUM-TERM NOTES, SERIES B
APPOINTMENT OF ADDITIONAL AGENTS
AND TERMS AGREEMENT ("TERMS AGREEMENT")
January 30, 2003
Bear, Xxxxxxx & Co. Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Aegis Capital Corporation
00 Xxxx Xxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx Xxxxxx, Xxx Xxxx 00000
Oberlin Financial Corporation
000 Xxxxx Xxxx
Xxxxx, Xxxx 00000
The Stanford Group Co., Inc.
0000 Xxxxxxxxxx
Xxxxxxx, Xxxxx 00000
Xxxxxx Xxxxxx Partners LLC
One Xxxxxxxxxx Tower
Xxx Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Ladies and Gentlemen:
In accordance with and subject to the terms and conditions stated herein
and in the Distribution Agreement (as hereinafter defined), this Terms Agreement
serves as confirmation of the appointment of each of the additional agents
listed on the signature pages hereto (each an "Additional Agent") as Additional
Agents pursuant to Section 2(a) of the Distribution Agreement, solely with
respect to the issuance and sale by The Bear Xxxxxxx Companies Inc., a Delaware
corporation (the "Company"), of its Principal Protected Sector Selector Notes
Due 2008 (the "Sector Selector Notes"), as described in the pricing supplement
dated January 30, 2003, to the Prospectus Supplement and Prospectus, each dated
January 25, 2002, through the Additional Agents as principals. The Sector
Selector Notes are a single series of debt securities under the Company's
Medium-Term Notes, Series B program.
This Terms Agreement also constitutes a terms agreement pursuant to
Section 2(b) of the Distribution Agreement, pursuant to which the Company
proposes to issue and sell the Sector Selector Notes to Bear, Xxxxxxx & Co. Inc.
("Bear Xxxxxxx") and to each of the Additional Agents, as principals, subject to
the terms and conditions stated herein. Those provisions of the Distribution
Agreement not specifically related to the solicitation by the Agents (as defined
in the Distribution Agreement), as agents of the Company, of offers to purchase
Notes (as defined in the Distribution Agreement), as modified by this Terms
Agreement, are incorporated by reference herein. Nothing contained in this Terms
Agreement or in the Distribution Agreement shall make any party to this Terms
Agreement an agent of the Company or make such party subject to the provisions
of the Distribution Agreement, in either case with respect to the solicitation
of offers to purchase Notes from the Company, solely by virtue of such party's
execution of this Terms Agreement.
The term "Distribution Agreement" refers to the Distribution Agreement
dated November 8, 1991, as amended by Amendment No. 1, dated as of December 4,
1991, and by Amendment No. 2, dated as of July 10, 1992, by and among the
Company and Bear Xxxxxxx, Xxxxxxx Xxxxx & Co., Inc., Xxxxxx Xxxxxxx (formerly,
Xxxxxx Xxxxxxx & Co. Incorporated), Xxxxxxx Xxxxx Xxxxxx Inc. (formerly, Salomon
Brothers Inc.) and Xxxxxx Brothers Inc. (formerly, Shearson Xxxxxx Brothers
Inc.).
Each of Bear Xxxxxxx and the undersigned Additional Agents hereby agree to
purchase the aggregate principal amount of Sector Selector Notes set forth
adjacent to their names on the signature pages to this Terms Agreement, at the
time and place and at the purchase price set forth below.
The terms of the Notes shall be as follows:
Title: Principal Protected Sector Selector Notes
Due 2008
Aggregate Principal Amount: $10,000,000
Public Offering Price: 100%
Purchase Price by Bear Xxxxxxx: 97.5%
Purchase Price by Additional Agents: 98.0%
Methods of and Specified Funds
for Payment of Purchase Price: By wire transfer to a bank account
specified by the Company in immediately
available funds.
Indenture: The Indenture dated as of May 31, 1991,
as amended by the First Supplemental
Indenture, dated as of January 29, 1998,
between the Company and JPMorgan Chase
Bank (formerly known as Chemical Bank),
as trustee.
Settlement Date and Time: February 5, 2003; 9:00 a.m.
Closing Location: Cadwalader, Xxxxxxxxxx & Xxxx
000 Xxxxxx Xxxx
Xxx Xxxx, Xxx Xxxx 00000
Maturity Date: February 5, 2008
Option to Extend Maturity Date: None
Interest Rate: The Company will not make any periodic
payments of interest or any other
payments on the Sector Selector Notes,
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until maturity. At maturity, the Company
will pay the principal amount of the
Sector Selector Notes plus a Variable
Return Amount, if the Variable Return
Amount is greater than zero.
Variable Return Amount: Based on the performance of ten U.S.
sector exchange traded funds issued by
iShares Trust(R) (the "Sector ETFs")
which comprise the basket, using a
semi-annual performance selection
mechanism over the five-year term of the
Sector Selector Notes. On each
semi-annual observation date, the Sector
ETF with the most positive or least
negative percentage change since the
issue date of the Sector Selector Notes
is "selected" and its performance rate is
"locked in". That Sector ETF is then
removed from the basket. At maturity, the
Variable Return Amount will equal the
arithmetic average of the ten selected
performance rates. The Variable Return
Amount will not be less than zero.
The underlying U.S. Sector ETFs track the
following sectors: Basic Materials,
Consumer Cyclical, Consumer Non-Cyclical,
Energy, Financial, Healthcare,
Industrial, Technology,
Telecommunications, and Utilities. Each
of the U.S. Sector ETFs is quoted on the
American Stock Exchange.
Observation Dates: January 30th and July 30th of each year
during the term of the Sector Selector
Notes, subject to Modified Following
Business Day convention. The first
Observation Date will be July 30, 2003
and the last Observation Date will be
January 30, 2008.
CUSIP: 000000XX0
Minimum Denominations: $1,000, increased in multiples of $1,000
Form of Notes: Book-entry
Listing: American Stock Exchange
Ticker Symbol: BYF.A
Calculation Agent: Bear Xxxxxxx
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Bear Xxxxxxx and each Additional Agent expressly waives its right to
receive from the Company the certificates, legal opinions and comfort letters
provided for in Sections 5 and 6 of the Distribution Agreement.
This Terms Agreement may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Transmission by telecopier or facsimile
transmission of an executed counterpart of this Terms Agreement shall constitute
due and sufficient delivery of such counterpart.
Please confirm your acceptance of this Terms Agreement by signing and
returning to us the enclosed duplicate copy hereof.
[Signature Pages Follow]
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THE BEAR XXXXXXX COMPANIES INC.
By
-------------------------------------
Name:
Title:
Accepted as of the date hereof:
BEAR, XXXXXXX & CO. INC.
By $7,948,000
--------------------------------
Name:
Title:
ADDITIONAL AGENTS:
AEGIS CAPITAL CORPORATION
By $85,000
--------------------------------
Name:
Title:
OBERLIN FINANCIAL CORPORATION
By $8,000
--------------------------------
Name:
Title:
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THE STANFORD GROUP CO., INC.
By $6,000
--------------------------------
Name:
Title:
XXXXXX XXXXXX PARTNERS LLC
By $1,953,000
--------------------------------
Name:
Title:
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