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PROSPECTUS Rule 424(b)(3)
File No. 33-56009
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 19, 1994, the
closing price of the Common Stock as reported on the NYSE Composite
Tape was $15-3/4 per share.<PAGE>
PROSPECTUS
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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.
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October 20, 1994
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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.
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TABLE OF CONTENTS
Page
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Available Information . . . . . . . . . . . . . . . . 3
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
NYFS04...:\25\22625\0110\2322\S-301494.L4B
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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.
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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.
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<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
John Steinhardt (a) 3,397 3,397 0 0
114 East 72nd Street
New York, NY 10021
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<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>
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
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<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>
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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.
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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.
