<PAGE>
As filed with the Securities and Exchange Commission on October 18, 1994
Registration No. 33-56009
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
Amendment No. 1 to
FORM S-3
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 (I.R.S. Employer Identification
of Incorporation or No.)
Organization)
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)
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
Approximate date of commencement of proposed sale of the securities to the
public: From time to time after this Registration Statement becomes
effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
<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 Price Registration Fee
<S> <C> <C> <C> <C>
Common Stock, par value $1.00 per
share................ 306,590 $15.25 $4,675,497.50 $1,613(2)
Common Stock, par value $1.00 per
share................ 2,575 $15.6875(3) $40,395.31(3) $14
<PAGE>
<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) Previously paid on October 13, 1994.
(3) 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 17, 1994.
</TABLE>
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(a), may determine.
===========================================================================
<PAGE>
<PAGE>
SUBJECT TO COMPLETION, DATED OCTOBER 18, 1994
PROSPECTUS
THE BEAR STEARNS COMPANIES INC.
COMMON STOCK (PAR VALUE $1.00 PER SHARE)
286,878 SHARES OF COMMON STOCK UNDER THE BEAR STEARNS COMPANIES INC.
CAPITAL ACCUMULATION PLAN FOR SENIOR MANAGING DIRECTORS
22,287 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 former 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
286,878 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 22,287 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."
The Common Stock is traded on the NYSE. On October 17, 1994, the
closing price of the Common Stock as reported on the NYSE Composite
Tape was $15-1/2 per share.
<PAGE>
<PAGE>
----------------------------------------
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 __, 1994
--------------------
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 . . . . . . . . . . . . . . . . 2
Incorporation of Certain Documents by Reference . . . 3
The Company . . . . . . . . . . . . . . . . . . . . . 4
Selling Shareholders . . . . . . . . . . . . . . . . 4
Plan of Distribution . . . . . . . . . . . . . . . . 7
Experts . . . . . . . . . . . . . . . . . . . . . . . 7
Validity of the Common Stock . . . . . . . . . . . . 8
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.
NYFS04...:\25\22625\0110\2322\S-301494.L4A
<PAGE>
<PAGE>
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 Selling Shareholders are former officers and/or directors of
the Company and were Senior Managing Directors of Bear Stearns. 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 prior 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 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.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selling Shareholders, Shares Beneficially
Addresses of Selling Shareholders Shares Shares Covered Owned After This Offering
and Prior Principal Beneficially by This -------------------------
Positions with the Company Owned (1)(2) Prospectus Number Percent
-------------------------------------- ------------ ------------- ------- -------
<S> <C> <C> <C> <C>
Jeffrey C. Bloomberg 110,402 3,872 106,530 *
184 E. 64th Street
New York, NY 10021
Charles W. Daggs, III 7,306 7,306 0 0
416 West Grant Place PH# C
Chicago, IL 60614
John Dancewicz 18,942 5,181 13,761 *
969 E. Spring Lane
Lake Forest, IL 60045
Edward DeMaria 77,770 4,096 73,674 *
13743 Lebateau Lane
Palm Beach Gardens, FL 33410
Alvin H. Einbender (a) 703,759 69,351 634,408 *
136 E. 79th Street
New York, NY 10021
[Executive Vice President and Chief
Operating Officer of the Company until
August 1993.]
Barbara Feldman 23,310 10,523 12,787 *
363 Briarcliff Road
Teaneck, NJ 07666
Robert Gerard 1 1 0 0
35 E. 12th Street, Apt. 6
New York, NY 10003
S. William Gersten 115,366 59,996 55,370 *
5 Blue Sky Lane
Montvale, NJ 07645
Don R. Kornstein 90,623 38,694 51,929 *
c/o Jackpot Enterprises, Inc.
1110 Palms Airport Drive
Las Vegas, NV 89119
Lawrence Kudlow 11,964 11,964 0 0
c/o National Review Magazine
150 E. 35th St.
New York, NY 10016
Michael S. Liss 41,495 41,495 0 0
One Rockefeller Plaza
New York, NY 10020
Peter B. Madsen 59,126 31,635 27,491 *
2621 Second Street
Santa Monica, CA 90405
Marcia Myerberg 5,114 4,878 236 *
120 E. 87th Street, P18A
New York, NY 10128
Humbert Powell, III 43,477 7,196 36,281 *
33 Brooklawn Drive
Short Hills, NJ 07078
J. Patrick Rothstein 7,309 7,309 0 0
101 Wooster Street, Apt. 3-F
New York, NY 10012
<PAGE>
<CAPTION>
Selling Shareholders, Shares Beneficially
Addresses of Selling Shareholders Shares Shares Covered Owned After This Offering
and Prior Principal Beneficially by This -------------------------
Positions with the Company Owned (1)(2) Prospectus Number Percent
-------------------------------------- ------------ ------------- ------- -------
<S> <C> <C> <C> <C>
John Steinhardt (a) 3,397 3,397 0 0
114 East 72nd Street
New York, NY 10021
Howard H. Tomlinson 2,145 2,145 0 0
94 Battle Road
Princeton,NJ 08540
Christopher Fallon 126 126 0 0
8 Woodland Avenue
Bronxville, NY 10708
<PAGE>
<PAGE>
______________________
<FN>
* Less than one (1%) percent.
(a) Former Member of the Board of Directors of the Company.
1. Nature of beneficial ownership is sole voting and investment power except as indicated in subsequent notes.
2. Includes shares underlying units credited under the CAP Plan 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: John Dancewicz - 23,064 and Humbert Powell, III - 25,546.
</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.
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>
VALIDITY OF THE COMMON STOCK
The validity of the Common Stock will be passed upon for the
Company by Weil, Gotshal & Manges (a partnership including
professional corporations), New York, New York.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth all expenses in connection with the
issuance and distribution of the securities being registered. All
amounts shown are estimated, except the SEC registration fee and the
NASD filing fee.
SEC registration fee . . . . . . . . . . . . . $ 1,627
Accounting fees . . . . . . . . . . . . . . . 2,500
Legal fees and expenses . . . . . . . . . . . 10,000
Miscellaneous . . . . . . . . . . . . . . . . 873
------
Total $15,000
======
ITEM 15. 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
Registrants 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 17
herein.
ITEM 16. 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.+
<PAGE>
<PAGE>
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).*
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).*
(5) -- Opinion of Weil, Gotshal & Manges
23(a) -- Consent of Deloitte & Touche LLP.**
22(b) -- Consent of Weil, Gotshal & Manges (included in
Exhibit 5)
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.
** Previously Filed.
<PAGE>
<PAGE>
ITEM 17. 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 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 of 1934, as
amended, 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-3
and has duly caused this Amendment No. 1 to the 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 17th
day of October, 1994.
THE BEAR STEARNS COMPANIES INC.
By: /s/ William J. Montgoris
-------------------------------------
William J. Montgoris
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933,
this Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* Chairman of the Board October 17, 1994
------------------- and Director
Alan C. Greenberg
* President and Chief October 17, 1994
------------------- Executive Officer
James E. Cayne (Principal Executive
Officer); Director
/s/ William J. Montgoris Chief Operating October 17, 1994
------------------------ Officer and Chief
William J. Montgoris Financial Officer
(Principal Financial
Officer); Director
* Executive Vice October 17, 1994
------------------- President; Director
Michael L. Tarnopol
Executive Vice
------------------- President; Director
Vincent J. Mattone
* Executive Vice October 17, 1994
------------------- President; Director
Alan D. Schwartz
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
* Executive Vice October 17, 1994
------------------- President; Director
John C. Sites, Jr.
* Executive Vice October 17, 1994
------------------- President; Director
Warren J. Spector
* Treasurer; Director October 17, 1994
-------------------
Michael Minikes
* Director October 17, 1994
-------------------
E. Garrett Bewkes, III
* Director October 17, 1994
-------------------
Denis A. Bovin
* Director October 17, 1994
-------------------
Peter Cherasia
* Director October 17, 1994
-------------------
Michael R. Dabney
* Director October 17, 1994
-------------------
Kevin Finnerty
Director
-------------------
Grace J. Fippinger
* Director October 17, 1994
-------------------
Carl D. Glickman
* Director October 17, 1994
-------------------
Thomas R. Green
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
Director
-------------------
Rev. Donald J. Harrington,
C.M.
* Director October 17, 1994
-------------------
Richard Harriton
* Director October 17, 1994
-------------------
Nancy E. Havens-Hasty
* Director October 17, 1994
-------------------
Jonathan Ilany
* Director October 17, 1994
-------------------
Daniel L. Keating
* Director October 17, 1994
-------------------
John W. Kluge
* Director October 17, 1994
-------------------
David A. Liebowitz
* Director October 17, 1994
-------------------
Bruce M. Lisman
* Director October 17, 1994
-------------------
Matthew J. Mancuso
* Director October 17, 1994
-------------------
Donald Mullen
* Director October 17, 1994
-------------------
Frank T. Nickell
<PAGE>
<PAGE>
SIGNATURE TITLE DATE
--------- ----- ----
* Director October 17, 1994
-------------------
R. Blaine Roberts
* Director October 17, 1994
-------------------
E. John Rosenwald, Jr.
* Director October 17, 1994
-------------------
Frederic V. Salerno
* Director October 17, 1994
-------------------
Robert M. Steinberg
* Director October 17, 1994
-------------------
Fred Wilpon
* Director October 17, 1994
-------------------
Uzi Zucker
* Controller October 17, 1994
-------------------
Michael J. Abatemarco
* Senior Vice President- October 17, 1994
-------------------
Samuel L. Molinaro, Jr. Finance (Principal
Accounting Officer)
* By: /s/ William J. Montgoris
----------------------------
William J. Montgoris
Attorney-in-Fact
<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).*
(5) Opinion of Weil, Gotshal & Manges
23(a) Consent of Deloitte & Touche LLP.**
23(b) Consent of Weil, Gotshal & Manges (included
in Exhibit 5)
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.
** Previously Filed.
<PAGE>
October 18, 1994
The Board of Directors
The Bear Stearns Companies Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted as counsel to The Bear Stearns Companies Inc.
(the "Company") in connection with the preparation and filing by the
Company with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, with respect to the registration
of up to 309,165 shares of common stock, par value $1.00 per share, of
the Company (the "Shares") to be sold by the Selling Shareholders
enumerated in the Registration Statement. The Shares have been
acquired by the Selling Shareholders under the Company's Capital
Accumulation Plan for Senior Managing Directors and the Company's
Performance Unit Plan for Senior Managing Directors (collectively, the
"Plans").
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Registration Statement, the Prospectus that is a part of the
Registration Statement (the "Prospectus"), the Plans, and such
corporate records, agreements, documents and other instruments, and
such certificates or comparable documents of officers and
representatives of the Company, and have made such inquiries of such
officers and representatives, as we have deemed relevant and necessary
as a basis for the opinions hereinafter set forth.
NYFS04...:\25\22625\0122\2322\OPN92293.R70
<PAGE>
<PAGE>
The Board of Directors
The Bear Stearns Companies Inc.
October 18, 1994
Page 2
In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as
originals, the conformity to original documents of documents submitted
to us as certified or photostatic copies and the authenticity of the
originals of such latter documents. We have further assumed that all
documents examined by us in the form of drafts will, when executed by
the requisite signatories thereto, conform in substance and form in all
material respects to the drafts that we have examined. As to all
questions of fact material to this opinion that have not been
independently established, we have relied upon certificates of officers
and representatives of the Company.
Based on the foregoing, we are of the opinion that the
Shares, when issued in accordance with the Plans, will be validly
issued, fully paid and non-assessable.
The opinions expressed herein are limited to the laws of the
State of New York, the corporate laws of the State of Delaware and the
federal laws of the United States, and we express no opinion as to the
effect on the matters covered by this letter of the laws of any other
jurisdiction.
We consent to the use of this letter as an exhibit to the
Registration Statement and to any and all references to our firm in
the Prospectus.
The opinions expressed herein are rendered solely for your
benefit in connection with the transactions described herein. Those
opinions may not be used or relied upon by any other person, nor may
this letter or any copies thereof be furnished to a third party, filed
with a governmental agency, quoted, cited or otherwise referred to
without our prior written consent except as noted above.
Very truly yours,
/s/ Weil, Gotshal & Manges
(A Parnership Including Professional
Corporations)
