<PAGE>
As filed with the Securities and Exchange Commission on October 20, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
THE BEAR STEARNS COMPANIES INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3286161
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) No.)
245 Park Avenue
New York, New York 10167
(212) 272-2000
(Address, Including Zip Code, and Telephone Number,
including Area Code, of Registrant's Principal Executive Offices)
The Bear Stearns Companies Inc. The Bear Stearns Companies Inc.
Capital Accumulation Plan Performance Unit Plan
For Senior Managing Directors For Senior Managing Directors
(Full Title of Plan) (Full Title of Plan)
William J. Montgoris
Chief Operating Officer
and Chief Financial Officer
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
(212) 272-2000
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Dennis J. Block, Esq.
Weil, Gotshal & Manges
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered(1) Unit(2) Price(2) Registration Fee(2)
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per
share . . . . . . . . . . . . . . . . 546,401 $15.6875 $8,571,665.69 $2,956
<FN>
(1) Plus such indeterminate number of shares pursuant to Rule 416 as may be issued in respect of stock splits, stock
dividends and similar transactions.
(2) Pursuant to Rule 457 under the Securities Act of 1933, the proposed maximum aggregate offering price and the registration
fee are based upon the average of the high and low prices per share of the Registrant's Common Stock reported on the New York
Stock Exchange Composite Tape on October 18, 1994.
</TABLE>
===========================================================================<PAGE>
<PAGE>
Explanatory Note
----------------
This Registration Statement is being filed solely for purposes of
registering the Shares for resale by the Selling Shareholders. The
reoffer prospectus which is filed as a part of this Registration
Statement has been prepared in accordance with the requirements of
Form S-3, and pursuant to General Instruction C of Form S-8 may be
used for reoffers or resales of the Shares that have been acquired by
the Selling Shareholders.
<PAGE>
<PAGE>
REOFFER PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
COMMON STOCK (PAR VALUE $1.00 PER SHARE)
154,266 SHARES OF COMMON STOCK UNDER THE BEAR STEARNS COMPANIES INC.
CAPITAL ACCUMULATION PLAN FOR SENIOR MANAGING DIRECTORS
392,135 SHARES OF COMMON STOCK UNDER THE BEAR STEARNS COMPANIES INC.
PERFORMANCE UNIT PLAN FOR SENIOR MANAGING DIRECTORS
This Prospectus is being used in connection with the offering
from time to time by certain officers and/or directors (the "Selling
Shareholders") of The Bear Stearns Companies Inc., a Delaware
corporation (the "Company"), and/or its subsidiaries, of (i) up to
154,266 shares (the "CAP Shares") of common stock, par value $1.00 per
share, of the Company (the "Common Stock"), which have been acquired
by them pursuant to the Company's Capital Accumulation Plan for Senior
Managing Directors (the "CAP Plan") and (ii) up to 392,135 shares (the
"PUP Shares", and together with the CAP Shares, the "Shares") of
Common Stock, which have been acquired by them pursuant to the
Company's Performance Unit Plan for Senior Managing Directors (the
"PUP Plan", and together with the CAP Plan, the "Plans"). Unless the
context indicates or requires otherwise, references in this Prospectus
to the "Company" are to The Bear Stearns Companies Inc. and its
subsidiaries.
The Shares are being sold by the Selling Shareholders acting as
principals for their own account. The Company will not be entitled to
any of the proceeds from such sales.
The Shares may be sold from time to time to purchasers directly
by any of the Selling Shareholders. Alternatively, the Selling
Shareholders may sell the Shares in one or more transactions (which
may involve one or more block transactions) on the New York Stock
Exchange (the "NYSE"), in sales occurring in the public market off
such exchange, in privately negotiated transactions, or in a
combination of such transactions; each sale may be made either at
market prices prevailing at the time of such sale or at negotiated
prices; some or all of the Shares may be sold through brokers acting
on behalf of the Selling Shareholders or to dealers for resale by such
dealers; and in connection with such sales, such brokers or dealers
may receive compensation in the form of discounts, fees or commissions
from the Selling Shareholders and/or the purchasers of such shares for
whom they may act as broker or agent (which discounts, fees or
commissions are not anticipated to exceed those customary in the types
of transactions involved). However, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act of 1933, as amended (the "Securities Act"), may be sold
under Rule 144 rather than pursuant to this Prospectus. All expenses
of registration incurred in connection with this offering are being
borne by the Company, but all brokerage commissions and other expenses
incurred by individual Selling Shareholders will be borne by each such
Selling Shareholder.
The Selling Shareholders and any dealer acting in connection with
the offering of any of the Shares or any broker executing selling
orders on behalf of the Selling Shareholders may be deemed to be
"underwriters" within the meaning of the Securities Act, in which
event any profit on the sale of any or all of the Shares by them and
any discounts or concessions received by any such brokers or dealers
may be deemed to be underwriting discounts and commissions under the
Securities Act.
Bear, Stearns & Co. Inc. ("Bear Stearns") and/or Bear, Stearns
Securities Corp. ("BSSC"), subsidiaries of the Company, may act as a
broker on behalf of one or more of the Selling Shareholders in
connection with this offering and may receive fees or commissions in
connection therewith (which fees or commissions are not expected to
exceed those customary in the types of transactions involved). See
"Plan of Distribution."
<PAGE>
REOFFER PROSPECTUS
The Common Stock is traded on the NYSE. On October 19, 1994, the
closing price of the Common Stock as reported on the NYSE Composite
Tape was $15-3/4 per share.
----------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS OR ANY SUPPLEMENT HERETO.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------------------------------------
OCTOBER 20, 1994
<PAGE>
<PAGE>
--------------------
NO DEALER, SALESMAN OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO
GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
SECURITIES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH
OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER
ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
--------------------
TABLE OF CONTENTS
PAGE
----
Available Information . . . . . . . . . . . . . . . . 3
Incorporation of Certain Documents by Reference . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholders . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . 10
Experts . . . . . . . . . . . . . . . . . . . . . . . 11
NYFS04...:\25\22625\0110\2322\FRM82294.K8H
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
in accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed by the Company with the
Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 or at its Regional Offices
located at the Northwestern Atrium Center, 500 West Madison, Chicago,
Illinois 60661 and 7 World Trade Center, 13th Floor, New York, New
York 10048, and copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. Reports, proxy
statements and other information concerning the Company can also be
inspected at the offices of the New York Stock Exchange, 20 Broad
Street, New York, New York 10005.
This Prospectus constitutes a part of a Registration Statement
filed by the Company with the Commission under the Securities Act.
This Prospectus omits certain of the information contained in the
Registration Statement in accordance with the rules and regulations of
the Commission. Reference is hereby made to the Registration
Statement and related exhibits for further information with respect to
the Company and the Shares. Statements contained herein concerning
the provisions of any document are not necessarily complete and, in
each instance, reference is made to the copy of such document filed as
an exhibit to the Registration Statement or otherwise filed with the
Commission. Each such statement is qualified in its entirety by such
reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to Section 13 of the Exchange Act (File No. 1-8989), are
incorporated herein by reference: (i) the Annual Report on Form 10-K
(including the portions of the Company's Annual Report to Stockholders
incorporated by reference therein) for the fiscal year ended June 30,
1994 (the "1994 Form 10-K") and (ii) the Current Report on Form 8-K
dated October 18, 1994. The description of the Common Stock, which is
registered under Section 12 of the Exchange Act, is set forth under
the caption "Description of Capital Stock" contained in the Company's
Registration Statement on Form 10, dated September 19, 1985, is also
hereby incorporated herein by reference. All documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the filing
of a post-effective amendment indicating that all securities offered
hereby have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents.
Any statement contained herein or in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent
that a statement contained herein or in any subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Prospectus. All information
appearing in this Prospectus is qualified in its entirety by the
information and financial statements (including notes thereto)
appearing in the documents incorporated herein by reference, except to
the extent set forth in the immediately preceding statement.
The Company will provide without charge to each person to whom a
copy of this Prospectus is delivered, on the written or oral request
of such person, a copy of any or all documents incorporated by
reference into this Prospectus except the exhibits to such documents
(unless such exhibits are specifically incorporated by reference in
such documents). Requests for such copies should be directed to
Corporate Communications Department, The Bear Stearns Companies Inc.,
245 Park Avenue, New York, New York 10167; telephone number (212) 272-
2000.
-------------------------
<PAGE>
<PAGE>
THE COMPANY
The Company is a holding company that, through its subsidiaries,
principally Bear Stearns and BSSC, is a leading United States
investment banking, securities trading and brokerage firm serving
United States and foreign corporations, governments and institutional
and individual investors. The business of the Company and its
subsidiaries includes market-making and trading in corporate, United
States government and agency, mortgage-related, asset-backed and
municipal securities and trading in options, futures, foreign
currencies, interest rate swaps and other derivative products;
securities and commodities arbitrage; securities, options and
commodities brokerage for domestic and international institutional and
individual clients; underwriting and distribution of securities,
arranging for the private placement of securities, assisting in
mergers and acquisitions and restructurings and providing other
financial advisory services, including advising on, and participating
in principal investments in, leveraged acquisitions; providing
securities clearance services; specialist activities in securities on
the floor of the New York Stock Exchange (the "NYSE"); customer
financing activities; securities lending activities; fiduciary
services; and providing other services, including real estate
brokerage, investment management and advisory activities, and
securities research.
The Company's operations are conducted from its principal offices
in New York City, from domestic regional offices in Atlanta, Boston,
Chicago, Dallas, Los Angeles and San Francisco, from representative
offices in Geneva, Hong Kong and Shanghai, through international
subsidiaries in Frankfurt, Hong Kong, London and Paris, through a
branch office in Tokyo and through joint ventures with other firms in
Karachi, Madrid and Paris. The Company's foreign offices provide
services and engage in investment activities involving foreign clients
and international transactions. The Company's trust company
subsidiary, Custodial Trust Company, operates from offices in
Princeton, New Jersey.
Bear Stearns and BSSC are broker-dealers registered with the
Commission, futures commission merchants registered with the Commodity
Futures Trading Commission, members of the NYSE and all other
principal United States securities and commodities exchanges and
members of the National Association of Securities Dealers, Inc. (the
"NASD") and the National Futures Association. Bear Stearns is also
recognized as a "primary dealer" in United States government
securities designated by the Federal Reserve Bank of New York.
The Company is incorporated in Delaware. The principal executive
office of the Company is located at 245 Park Avenue, New York, New
York 10167; its telephone number is (212) 272-2000.
SELLING SHAREHOLDERS
This Prospectus relates to shares of Common Stock that have been
acquired under the Plans by the Selling Shareholders. The address of
each Selling Shareholder is c/o The Bear Stearns Companies Inc., 245
Park Avenue, New York, New York 10167.
The Selling Shareholders are officers and/or directors of the
Company and are Senior Managing Directors of Bear Stearns, except for
Messrs. Bewkes and Geszel. The following table sets forth the name
and principal position or positions over the past three years with the
Company of each Selling Shareholder (other than such Selling
Shareholder's position as a Senior Managing Director of Bear Stearns)
and (a) the number of shares of Common Stock each Selling Shareholder
beneficially owned as of October 1, 1994; (b) the number of shares of
Common Stock acquired by each Selling Shareholder pursuant to the
Plans and being registered hereby, some or all of which shares may be
sold pursuant to this Prospectus; and (c) the number of shares of
Common Stock and the percentage, if 1% or more, of the total class of
Common Stock outstanding to be beneficially owned by each Selling
Shareholder following this offering, assuming the sale pursuant to
this offering of all Shares acquired by
<PAGE>
<PAGE>
such Selling Shareholder pursuant to the Plan and registered hereby.
There is no assurance that any of the Selling Shareholders will sell
any or all of the Shares offered by them hereunder.
This table reflects all Selling Shareholders who are eligible to
resell and the number of Shares available to be resold by such Selling
Shareholders. The table does not include 11,617,516.757 Shares
underlying CAP Units (as hereinafter defined) credited to the Selling
Shareholders under the CAP Plan because such Selling Shareholders
neither have the present ability to direct the vote nor the ability to
dispose of such shares and will not have such rights within the next
60 days.
<TABLE>
<CAPTION>
Shares Beneficially
Shares Shares Covered Owned After this Offering
Selling Shareholders and Principal Beneficially by this -------------------------
Positions with the Company Owned (1)(2) Prospectus Number Percent
------------------------------------ ------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Alan C. Greenberg 1,497,483 17,943 1,479,540 1.32%
[Chief Executive Officer of the Company
and Bear Stearns until July 1993,
Chairman of the Board of Directors of the
Company and Bear Stearns and Chairman of
the Executive Committee of the Board of
Directors of the Company] (a)(b)
James E. Cayne 3,476,907 (3) 30,216 3,446,691 3.08%
[President of the Company and Bear
Stearns, Chief Executive Officer of the
Company and Bear Stearns since July 1993,
and Chairman of the Management and
Compensation Committee of the Board of
Directors of the Company] (a)(b)(c)
E. John Rosenwald 467,970 (4) 12,970 455,000 *
[Vice Chairman of the Board of Directors
of the Company] (a)
Vincent J. Mattone 1,506,151 (5) 16,314 1,489,837 1.33%
[Executive Vice President of the Company
and Bear Stearns] (a)(b)
Alan D. Schwartz 1,062,305 18,256 1,044,049 *
[Executive Vice President of the Company
and Bear Stearns] (a)(b)(c)
John C. Sites, Jr. 819,733 23,131 796,602 *
[Executive Vice President of the Company
and Bear Stearns] (a)(b)(c)
Warren Spector 455,104 25,346 429,758 *
[Executive Vice President of the Company
and Bear Stearns since November 1992]
(a)(b)(c)
Michael L. Tarnopol 1,160,664 10,994 1,149,670 1.02%
[Executive Vice President of the Company
and Bear Stearns] (a)(b)
William J. Montgoris 264,276 6,992 257,284 *
[Chief Operating Officer of the Company
and Bear Stearns since August 1993 and
Chief Financial Officer of the Company
and Bear Stearns] (a)(c)
Michael Minikes 459,818 (6) 5,886 453,932 *
[Treasurer of the Company and Bear
Stearns] (a)
Michael J. Abatemarco 23,989 445 23,544 *
[Controller and Assistant Secretary of
the Company and Bear Stearns]
<PAGE>
<PAGE>
<CAPTION>
Shares Beneficially
Shares Shares Covered Owned After this Offering
Selling Shareholders and Principal Beneficially by this -------------------------
Positions with the Company Owned (1)(2) Prospectus Number Percent
------------------------------------ ------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Frederick B. Casey 15,238 903 14,335 *
[Assistant Treasurer of the Company and
Bear Stearns]
Kenneth L. Edlow 563,434 626 562,808 *
[Secretary of the Company and Bear
Stearns]
Edward Almeida 20,522 1,177 19,345 *
Elliot Baim 9,693 618 9,075 *
Jonathan S. Barnett 625 625 0 *
Jeffrey C. Bernstein 31,001 1,585 29,416 *
E. Garrett Bewkes, III (a) 206,707 134,604 72,103 *
Damion Carufe 7,571 465 7,106 *
Vincent M. Cazzetta 3,007 191 2,816 *
Daniel A. Celentano 19,998 1,092 18,906 *
Pasquale CeStaro, III 13,721 563 13,158 *
Peter Cherasia (a) 79,053 4,809 74,244 *
Ralph R. Cioffi 17,625 6,528 11,097 *
Barry J. Cohen 116,162 1,961 114,201 *
Stephen M. Cunningham 34,088 2,149 31,939 *
Michael R. Dabney (a) 52,992 2,744 50,248 *
Steven M. Dantus 122,729 5,948 116,781 *
Daniel R. Delahanty 33,576 1,776 31,800 *
Peter Dixon 9,857 345 9,512 *
Peter M. Drittel 2,221 2,221 0 *
Howel T. Evans 21,458 722 20,736 *
Kevin J. Finnerty (a) 66,102 5,961 60,141 *
Robert E. Foran 1,142 1,142 0 *
Peter B. Fox 23,827 1,637 22,190 *
Michael B. Frankel 33,290 1,627 31,663 *
Paul M. Friedman 19,262 959 18,303 *
William Gangi 36,036 2,092 33,944 *
Bruce E. Geismar 131,187 3,777 127,410 *
Irving M. Geszel 441,462 12,802 428,660 *
[Special Associate Director of Bear
Stearns]
David H. Glaser 11,683 1,096 10,587 *
Daniel Glynn, Jr. 21 21 0 *
Richard N. Greenfield 19,792 1,215 18,577 *
<PAGE>
<CAPTION>
Shares Beneficially
Shares Shares Covered Owned After this Offering
Selling Shareholders and Principal Beneficially by this -------------------------
Positions with the Company Owned (1)(2) Prospectus Number Percent
------------------------------------ ------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Andrew E. Haas 88,515 1,645 86,870 *
Richard Harriton (a) 151,538 7,439 144,099 *
Nancy E. Havens-Hasty (a) 118,353 (7) 8,240 110,113 *
William H. Hayden 30,128 1,921 28,207 *
<PAGE>
<PAGE>
<CAPTION>
Shares Beneficially
Shares Shares Covered Owned After this Offering
Selling Shareholders and Principal Beneficially by this -------------------------
Positions with the Company Owned (1)(2) Prospectus Number Percent
------------------------------------ ------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Michael Hyatt 53,062 1,400 51,662 *
Jonathan Ilany (a) 192,274 11,269 181,005 *
Robert B. Jackman 192,223 1,816 190,407 *
William M. Jennings 273,518 1,583 271,935 *
Brian C. Jerome 4,789 305 4,484 *
Daniel L. Keating (a) 176,968 (8) 3,107 173,861 *
Frederick N. Khedouri 13,411 1,263 12,148 *
John Y. Koren 11,872 757 11,115 *
Alan S. Kramer 30,701 1,986 28,715 *
Ben W. Kuenemann 16,136 1,032 15,104 *
Mark A. Kurland 17,779 1,134 16,645 *
Richard S. Landau 53,283 3,408 49,875 *
Curtis S. Lane 12,457 1,698 10,759 *
Joe C. Leach 30,388 1,895 28,493 *
Mark E. Lehman 119,229 3,000 116,229 *
David A. Liebowitz (a) 102,066 7,531 94,535 *
Marshall J. Levinson 946 510 436 *
Bruce M. Lisman (a) 195,551 5,175 190,376 *
Roland N. Livney 85,678 5,438 80,240 *
Michael A. Lorig 72,362 3,235 69,127 *
Michael D. Luce 11,377 1,099 10,278 *
Matthew J. Mancuso (a) 140,531 6,691 133,840 *
Thomas Marano 34,930 2,223 32,707 *
Michael J. Margolis 2,260 881 1,379 *
James D. Marver 12,659 807 11,852 *
George J. Mason 31,140 1,939 29,201 *
Gilbert E. Matthews 39,884 774 39,110 *
William D. McLaughlin 188,005 1,505 186,500 *
Jeffrey Mehl 75,318 2,948 72,370 *
Richard L. Metrick 1,100 1,100 0 *
Donald R. Mullen (a)(c) 57,422 3,662 53,760 *
Brian V. Murray 13,239 304 12,935 *
Steven B. Nakovich 81,370 1,507 79,863 *
John F. Otto, Jr. 33,984 1,038 32,946 *
<PAGE>
<CAPTION>
Shares Beneficially
Shares Shares Covered Owned After this Offering
Selling Shareholders and Principal Beneficially by this -------------------------
Positions with the Company Owned (1)(2) Prospectus Number Percent
------------------------------------ ------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Craig M. Overlander 53,933 3,724 50,209 *
Arthur J. Pacheco 7,456 475 6,981 *
Jerome V. Paolillo 3,425 3,425 0 *
Aldo Parcesepe 66,695 3,649 63,046 *
Terese D. Payne 118,393 5,571 112,822 *
Jeffrey P. Reich 6,832 6,832 0 *
<PAGE>
<PAGE>
<CAPTION>
Shares Beneficially
Shares Shares Covered Owned After this Offering
Selling Shareholders and Principal Beneficially by this -------------------------
Positions with the Company Owned (1)(2) Prospectus Number Percent
------------------------------------ ------------ ------------- -------- ---------
<S> <C> <C> <C> <C>
Joseph P. Riccardo 33,669 2,236 31,433 *
R. Blaine Roberts (a) 164,162 (9) 9,871 154,291 *
Peter H. Rothschild 15,896 1,014 14,882 *
Howard Rubin 145,115 10,939 134,176 *
Milton B. Rubin 85,073 1,775 83,298 *
Lewis A. Sachs 25,342 1,521 23,821 *
Michael D. Sargent 52,089 886 51,203 *
Joel S. Schlesinger 6,944 552 6,392 *
Theodore M. Serure 41,612 1,026 40,586 *
George Spehar 8,257 468 7,789 *
Sheldon I. Stein 1,436 1,436 0 *
Robert Steinberg (a)(c) 1,318,345 (10) 4,770 1,313,575 1.17%
Lee C. Stewart 11,869 1,135 10,734 *
Theodore H. Strauss 23,425 330 23,095 *
Eli Wachtel 63,340 2,708 60,632 *
Michael Winchell 8,901 649 8,252 *
Elliot K. Wolk 804,837 (11) 2,576 802,261 *
Michael Zachman 10,513 206 10,307 *
Uzi Zucker (a) 488,220 2,888 485,332 *
<PAGE>
<PAGE>
______________________
<FN>
* Less than one (1%) percent.
(a) Member of the Board of Directors of the Company.
(b) Member of the Executive Committee of the Company's Board of Directors.
(c) Member of the Management and Compensation Committee of the Company's Board of Directors.
1. Nature of beneficial ownership is sole voting and investment power except as indicated in subsequent
notes. Includes shares of Common Stock owned by the Selling Stockholders through The Bear Stearns Companies
Inc. Employee Stock Ownership Plans (the "ESOPs"). Shares owned by the ESOPs that are allocated to
employees' accounts are voted on a "pass through" basis by the employees to whose accounts such shares are
allocated. Shares not allocated to employees' accounts and allocated shares for which voting directions have
not been received are voted by the trustee of the ESOPs in proportion to the manner in which allocated shares
are directed to be voted by the employees.
2. Includes shares underlying units credited under the CAP Plan ("CAP Units") and shares underlying Earnings
Units credited under the PUP Plan issued subsequent to October 1, 1994 and included in the column entitled
"Shares Covered by This Prospectus". Includes the maximum number of shares subject to purchase within 60
days of October 1, 1994 upon the exercise of stock options under The Bear Stearns Companies Inc. 1985 Option
Plan as follows: James E. Cayne - 85,319; Ralph Cioffi - 10,840; Barry J. Cohen - 47,470; Steven Dantus -
23,064; Bruce E. Geismar - 21,966; Irving M. Geszel - 8,054; Alan C. Greenberg - 85,319; Michael Hyatt -
14,648; Jonathan Ilany - 30,756; Don R. Kornstein - 38,023; Mark E. Lehman - 17,060; David A. Liebowitz -
20,868; Bruce M. Lisman - 17,571; Matthew J. Mancuso - 48,331; Gilbert E. Matthews - 8,516; Vincent J.
Mattone - 73,272; Jeffrey Mehl - 30,754; William J. Montgoris - 8,787; Steven B. Nakovich - 18,670; Teresa D.
Payne - 29,354; Milton B. Rubin - 19,222; Alan D. Schwartz - 63,712; Warren Spector - 75,247; Robert
Steinberg - 71,551; Michael L. Tarnopol - 74,579; Eli Wachtel - 22,148; Elliot K. Wolk - 46,379; Uzi Zucker -
85,319.
3. Does not include 11,576 shares of Common Stock owned by Mr. Cayne's wife, as to which Mr. Cayne disclaims
beneficial ownership. Does not include 230,856 shares of Common Stock held by a trust established for Mr.
Cayne's children, as to which shares Mr. Cayne disclaims beneficial ownership.
4. Does not include 838 shares of Common Stock owned by Mr. Rosenwald's wife, as to which shares
Mr. Rosenwald disclaims beneficial ownership.
5. Does not include 1,405 shares of Common Stock owned by Mr. Mattone's wife, as to which shares Mr. Mattone
disclaims beneficial ownership.
6. Does not include 1,399 shares of Common Stock owned by Mr. Minikes' wife, as to which shares Mr. Minikes
disclaims beneficial ownership. Does not include 2,205 shares of Common Stock owned by Mr. Minikes'
children, as to which shares Mr. Minikes disclaims beneficial ownership. Does not include 36,344 shares of
Common Stock held by a trust established for Mr. Minikes' children with respect to which Mr. Minikes' wife
acts as trustee and as to which shares Mr. Minikes disclaims beneficial ownership.
7. Does not include 352 shares of Common Stock owned by Ms. Havens-Hasty's husband, as to which shares Ms.
Havens-Hasty disclaims beneficial ownership.
8. Includes 1,698 shares of Common Stock held by Mr. Keating as custodian for his children.
9. Does not include 261 shares of Common Stock owned by Mr. Roberts' wife, as to which shares Mr. Roberts
disclaims beneficial ownership.
10. Does not include 70,810 shares of Common Stock held by a trust established for Mr. Steinberg's children
with respect to which Mr. Steinberg's wife acts as trustee and as to which shares Mr. Steinberg disclaims
beneficial ownership.
11. Includes 25,815 shares of Common Stock owned by a charitable foundation for which Mr. Wolk serves as
President and director as to which shares Mr. Wolk disclaims beneficial ownership.
</TABLE>
<PAGE>
<PAGE>
PLAN OF DISTRIBUTION
The Shares are being sold by the Selling Shareholders acting as
principals for their own account. The Company will not be entitled to
any proceeds from the sale of any Shares sold by the Selling
Shareholders as part of this offering.
The Shares may be sold from time to time to purchasers directly
by any of the Selling Shareholders. Alternatively, the Selling
Shareholders may sell the Shares in one or more transactions (which
may involve one or more block transactions) on the NYSE, in sales
occurring in the public market off such exchange, in privately
negotiated transactions, or in a combination of such transactions;
each sale may be made either at market prices prevailing at the time
of such sale or at negotiated prices; some or all of the Shares may be
sold through brokers acting on behalf of the Selling Shareholders or
to dealers for resale by such dealers; and in connection with such
sales, such brokers or dealers may receive compensation in the form of
discounts, fees or commissions from the Selling Shareholders and/or
the purchasers of such shares for whom they may act as broker or agent
(which discounts, fees or commissions are not anticipated to exceed
those customary in the types of transactions involved). However, any
securities covered by this Prospectus which qualify for sale pursuant
to Rule 144 under the Securities Act may be sold under Rule 144 rather
than pursuant to this Prospectus. All expenses of registration
incurred in connection with this offering are being borne by the
Company, but all brokerage commissions and other expenses incurred by
individual Selling Shareholders will be borne by each such Selling
Shareholder.
The Selling Shareholders and any dealer acting in connection with
the offering or any broker executing selling orders on behalf of the
Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act, in which event any profit on the sale
of any or all of the Shares by them and any discounts or concessions
received by any such brokers or dealers may be deemed to be
underwriting discounts and commissions under the Securities Act.
Any broker or dealer participating in any distribution of Shares
in connection with this offering may be deemed to be an "underwriter"
within the meaning of the Securities Act and may be required to
deliver a copy of this Prospectus, including a Prospectus Supplement,
to any person who purchases any of the Shares from or through such
broker or dealer.
Bear Stearns may act as a broker on behalf of one or more of the
Selling Shareholders in connection with the offering of the Shares and
may receive fees or commissions in connection therewith (which fees or
commissions are not expected to exceed those customary in the types of
transactions involved). Bear Stearns is a member firm of the NASD and
its activities in connection with the offering will comply with the
requirements of Schedule E of the By-laws of the NASD to the extent
applicable.
In order to comply with the securities laws of certain states, if
applicable, the shares will be sold only through registered or
licensed brokers or dealers. In addition, in certain states, the
shares may not be sold unless they have been registered or qualified
for sale in such state or an exemption from such registration or
qualification requirement is available and is complied with.
<PAGE>
<PAGE>
EXPERTS
The consolidated financial statements and the related financial
statement schedules incorporated in this prospectus by reference from
the Company's 1994 Form 10-K have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their reports, which are
incorporated herein by reference, and have been so incorporated in
reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
pursuant to Section 13 of the Exchange Act (File No. 1-8989), are
incorporated herein by reference: (i) the Annual Report on Form 10-K
(including the portions of the Company's Annual Report to Stockholders
incorporated by reference therein) for the fiscal year ended June 30,
1994 (the "1994 Form 10-K") and (ii) the Current Report on Form 8-K
dated October 18, 1994. The description of the Common Stock, which is
registered under Section 12 of the Exchange Act, is set forth under
the caption "Description of Capital Stock" contained in the Company's
Registration Statement on Form 10, dated September 19, 1985, is also
hereby incorporated herein by reference. All documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act subsequent to the date of this Prospectus and prior to the filing
of a post-effective amendment indicating that all securities offered
hereby have been sold or deregistering all securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Prospectus and to be a part hereof from the date of filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Section 145 of the Delaware General
Corporation Law which provides for indemnification of directors and
officers in certain circumstances.
Article VIII of the Registrant's Restated Certificate of
Incorporation provides for indemnification of directors and officers
of the Registrant against certain liabilities incurred as a result of
their duties as such and also provides for the elimination of the
monetary liability of directors for certain actions as such. The
Registrant's Restated Certificate of Incorporation, as amended, is
filed as Exhibit 4(a) to the Registration Statement on Form S-8 (No.
33-49979) filed August 13, 1993.
The Registrant has in effect reimbursement insurance for
directors' and officers' liability claims and directors' and officers'
liability insurance indemnifying, respectively, the Registrant and its
directors and officers within specific limits for certain liabilities
incurred by them, subject to the conditions and exclusions and
deductible provisions of the policies.
For the undertaking with respect to indemnification, see Item 9
herein.
<PAGE>
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
With respect to the restricted securities reoffered or resold
pursuant to this Registration Statement, the Registrant claimed an
exemption from registration under the Securities Act of 1933, as
amended, pursuant to section 4(2) thereof. Such restricted securities
were issued to the Selling Shareholders in connection with their
deferral of income under the Registrant's Capital Accumulation Plan
for Senior Managing Directors.
ITEM 8. EXHIBITS.
4(a)(1) -- Restated Certificate of Incorporation of the
Registrant, filed September 11, 1985.+
4(a)(2) -- Certificate of Amendment to the Restated
Certificate of Incorporation of the Registrant,
filed October 29, 1985.+
4(a)(3) -- Certificate of Stock Designation to the Restated
Certificate of Incorporation of the Registrant,
filed October 29, 1985.+
4(a)(4) -- Certificate of Change of Address of Registered
Agent to the Restated Certificate of Incorporation
of the Registrant, filed February 14, 1986.+
4(a)(5) -- Certificate of Amendment to the Restated
Certificate of Incorporation of the Registrant,
filed September 18, 1986.+
4(a)(6) -- Certificate of Stock Designation to the Restated
Certificate of Incorporation of the Registrant,
filed February 19, 1987.+
4(a)(7) -- Certificate of Correction to the Restated
Certificate of Incorporation of the Registrant,
filed February 25, 1987.+
4(a)(8) -- Certificate of Change of Address of Registered
Agent to the Restated Certificate of Incorporation
of the Registrant, filed October 27, 1988.+
4(a)(9) -- Certificate of Amendment to the Restated
Certificate of Incorporation of the Registrant,
filed November 6, 1989.+
4(a)(10) -- Certificate of Amendment to the Restated
Certificate of Incorporation of the Registrant,
filed November 7, 1990.+
4(a)(11) -- Certificate of Amendment to the Restated
Certificate of Incorporation of the Registrant,
filed November 10, 1992.+
4(a)(12) -- Certificate of Stock Designation to the Restated
Certificate of Incorporation of the Registrant,
filed March 23, 1993.+
4(a)(13) -- Certificate of Stock Designation to the Restated
Certificate of Incorporation of the Registrant,
filed July 22, 1993.+
<PAGE>
<PAGE>
4(a)(14) -- Form of Certificate of Stock Designations to the
Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit
No. 4.4 to the Registrant's Registration Statement
on Form 8-A filed on February 23, 1994).*
4(b) -- Amended and Restated By-laws of the Registrant, as
amended (filed as Exhibit (3)(b) to the
Registrant's Annual Report on Form 10-K for its
fiscal year ended June 30, 1991 and Exhibit (3)(b)
to the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended December 31, 1992).*
23(a) -- Consent of Deloitte & Touche LLP.
24 -- Power of attorney (included in the signature pages
to the Registration Statement).
-------------
+ Incorporated by reference to similarly numbered exhibits to
the Registrant's Registration Statement No. 33-49979 on Form
S-8.
* Incorporated by Reference.
An opinion of counsel (Exhibit Number 5) is not being filed since
the securities being registered are not original issuance securities.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii) to reflect in the Prospectus any facts or
events arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in this
Registration Statement;
(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in this Registration Statement or any material change to
such information in this Registration Statement; provided,
however, that the undertakings set forth in paragraphs (i)
and (ii) above do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in this Registration
Statement.
(b) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the Securities offered
<PAGE>
<PAGE>
therein, and the offering of such Securities at that time shall
be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the Securities being registered hereby
which remain unsold at the termination of the offering.
(d) That, for purposes of determining any liability under
the Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act),
that is incorporated by reference in this Registration Statement
shall be deemed to be a new Registration Statement relating to
the securities offered herein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(e) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
provisions referred to in Item 15 of this Registration Statement,
or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in such Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered hereby, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in such Act and will be governed by the final
adjudication of such issue.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant hereby certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
New York, State of New York, on the 19th day of October, 1994.
THE BEAR STEARNS COMPANIES INC.
By: /s/ William J. Montgoris
-------------------------------
William J. Montgoris
Chief Operating Officer
The undersigned officers and directors of The Bear Stearns
Companies Inc., hereby severally constitute Alan C. Greenberg, James
C. Cayne and William J. Montgoris, and any of them singly, our true
and lawful attorneys with full power to them, and each of them singly,
to sign for us and in our name in the capacities indicated below, any
and all amendments to this Registration Statement on Form S-8 filed by
The Bear Stearns Companies Inc. with the Securities and Exchange
Commission, and generally to do all such things in our name and behalf
in such capacities to enable The Bear Stearns Companies Inc. to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities Exchange Commission, and we hereby
ratify and confirm our signatures as they may be signed by our said
attorneys, or any of them, to any and all such amendments.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons
in the capacities and on the dates indicated.
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Alan C. Greenberg Chairman of the Board October 19, 1994
--------------------- and Director
Alan C. Greenberg
/s/ James E. Cayne President and Chief October 19, 1994
------------------- Executive Officer
James E. Cayne (Principal Executive
Officer); Director
/s/ William J. Montgoris Chief Operating October 19, 1994
------------------------ Officer and Chief
William J. Montgoris Financial Officer
(Principal Financial
Officer); Director
/s/ Michael L. Tarnopol Executive Vice October 19, 1994
----------------------- President; Director
Michael L. Tarnopol
Executive Vice
------------------- President; Director
Vincent J. Mattone
/s/ Alan D. Schwartz Executive Vice October 19, 1994
-------------------- President; Director
Alan D. Schwart
/s/ John C. Sites, Jr. Executive Vice October 19, 1994
---------------------- President; Director
John C. Sites, Jr.
/s/ Warren J. Spector Executive Vice October 19, 1994
--------------------- President; Director
Warren J. Spector
/s/ Michael Minikes Treasurer; Director October 19, 1994
-------------------
Michael Minikes
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ E. Garrett Bewkes,III Director October 19, 1994
-------------------------
E. Garrett Bewkes, III
/s/ Denis A. Bovin Director October 19, 1994
-------------------
Denis A. Bovin
/s/ Peter Cherasia Director October 19, 1994
-------------------
Peter Cherasia
/s/ Michael R. Dabney Director October 19, 1994
---------------------
Michael R. Dabney
/s/ Kevin Finnerty Director October 19, 1994
-------------------
Kevin Finnerty
Director
-------------------
Grace J. Fippinger
/s/ Carl D. Glickman Director October 19, 1994
--------------------
Carl D. Glickman
/s/ Thomas R. Green Director October 19, 1994
-------------------
Thomas R. Green
Director
-------------------
Rev. Donald J. Harrington, C.M.
/s/ Richard Harriton Director October 19, 1994
--------------------
Richard Harriton
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Nancy E. Havens-Hasty Director October 19, 1994
-------------------------
Nancy E. Havens-Hasty
/s/ Jonathan Ilany Director October 19, 1994
-------------------
Jonathan Ilany
/s/ Daniel L. Keating Director October 19, 1994
---------------------
Daniel L. Keating
/s/ John W. Kluge Director October 19, 1994
-------------------
John W. Kluge
/s/ David A. Liebowitz Director October 19, 1994
----------------------
David A. Liebowitz
/s/ Bruce M. Lisman Director October 19, 1994
-------------------
Bruce M. Lisman
/s/ Matthew J. Mancuso Director October 19, 1994
----------------------
Matthew J. Mancuso
/s/ Donald Mullen Director October 19, 1994
-------------------
Donald Mullen
/s/ Frank T. Nickell Director October 19, 1994
--------------------
Frank T. Nickell
/s/ R. Blaine Roberts Director October 19, 1994
---------------------
R. Blaine Roberts
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ E. John Rosenwald, Jr. Director October 19, 1994
--------------------------
E. John Rosenwald, Jr.
/s/ Frederic V. Salerno Director October 19, 1994
-----------------------
Frederic V. Salerno
/s/ Robert M. Steinberg Director October 19, 1994
-----------------------
Robert M. Steinberg
/s/ Fred Wilpon Director October 19, 1994
-------------------
Fred Wilpon
/s/ Uzi Zucker Director October 19, 1994
-------------------
Uzi Zucker
/s/ Michael J. Abatemarco Controller October 19, 1994
-------------------------
Michael J. Abatemarco
/s/ Samuel L. Molinaro, Jr. Senior Vice President- October 19, 1994
----------------------- Finance (Principal
Samuel L. Molinaro, Jr. Accounting Officer)
<PAGE>
<PAGE>
Exhibit Index
-------------
Exhibit Number Description
-------------- -----------
4(a)(1) Restated Certificate of Incorporation of the
Registrant, filed September 11, 1985.+
4(a)(2) Certificate of Amendment to the Restated
Certificate of Incorporation of the
Registrant, filed October 29, 1985.+
4(a)(3) Certificate of Stock Designation to the
Restated Certificate of Incorporation of the
Registrant, filed October 29, 1985.+
4(a)(4) Certificate of Change of Address of
Registered Agent to the Restated Certificate
of Incorporation of the Registrant, filed
February 14, 1986.+
4(a)(5) Certificate of Amendment to the Restated
Certificate of Incorporation of the
Registrant, filed September 18, 1986.+
4(a)(6) Certificate of Stock Designation to the
Restated Certificate of Incorporation of the
Registrant, filed February 19, 1987.+
4(a)(7) Certificate of Correction to the Restated
Certificate of Incorporation of the
Registrant, filed February 25, 1987.+
4(a)(8) Certificate of Change of Address of
Registered Agent to the Restated Certificate
of Incorporation of the Registrant, filed
October 27, 1988.+
4(a)(9) Certificate of Amendment to the Restated
Certificate of Incorporation of the
Registrant, filed November 6, 1989.+
4(a)(10) Certificate of Amendment to the Restated
Certificate of Incorporation of the
Registrant, filed November 7, 1990.+
4(a)(11) Certificate of Amendment to the Restated
Certificate of Incorporation of the
Registrant, filed November 10, 1992.+
4(a)(12) Certificate of Stock Designation to the
Restated Certificate of Incorporation of the
Registrant, filed March 23, 1993.+
4(a)(13) Certificate of Stock Designation to the
Restated Certificate of Incorporation of the
Registrant, filed July 22, 1993.+
4(a)(14) Form of Certificate of Stock Designations to
the Restated Certificate of Incorporation of
the Registrant (incorporated by reference to
Exhibit No. 4.4 to the Registrant's
Registration Statement on Form 8-A filed on
February 23, 1994).*
<PAGE>
<PAGE>
4(b) Amended and Restated By-laws of the Company,
as amended (filed as Exhibit (3)(b) to the
Company's Annual Report on Form 10-K for its
fiscal year ended June 30, 1991 and Exhibit
(3)(b) to the Company's Quarterly Report on
Form 10-Q for the quarterly period ended
December 31, 1992).*
23(a) Consent of Deloitte & Touche LLP.
24 Power of Attorney (included on signature
page of this Part II).
-----------------
+
Incorporated by Reference to similarly numbered exhibits to the
Registrant's Registration Statement No. 33-49979 on Form S-8.
*
Incorporated by Reference.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of The Bear Stearns Companies Inc. on Form S-8 of our
reports dated August 15, 1994, appearing in and incorporated by
reference in the Annual Report on Form 10-K of The Bear Stearns
Companies Inc. for the year ended June 30, 1994 and to the reference
to us under the heading "Experts" in the Prospectus, which is a part
of this Registration Statement.
DELOITTE & TOUCHE LLP
New York, New York
October 19, 1994
NYFS04...:\25\22625\0110\7120\EXH91294.V00
