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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of Earliest Event Reported): July 29, 1994
The Bear Stearns Companies Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-8989 13-3286161
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(Commission File Number) (I.R.S. Employer
Identification No.)
245 Park Avenue, New York, New York 10167
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(Address of Principal Executive Offices) (Zip Code)
(212) 272-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are incorporated by reference into
the Registration Statement on Form S-3 (Registration No. 33-52701) as
exhibits to such Registration Statement:
4(c)(6) --Form of Warrant Agreement relating to the Japan
Index Call Warrants.<F1>
4(c)(7) --Form of Warrant Agreement relating to the Japan
Japan Index Put Warrants.<F2>
8 --Opinion of Weil, Gotshal & Manges as to tax
matters.<F3>
23(c) --Consent of Weil, Gotshal & Manges (included in
Exhibit 8 hereto).
____________________
<F1> Incorporated by reference to Exhibit 1.1 to the
Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on July 19, 1994.
<F2> Incorporated by reference to Exhibit 1.2 to the
Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on July 19, 1994.
<F3> Filed herewith.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
THE BEAR STEARNS COMPANIES INC.
Date: July 29, 1994 By: /s/ Michael J. Abatemarco
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Michael J. Abatemarco
Controller
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EXHIBIT INDEX
Exhibit No.: Description: Page No.:
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4(c)(6) Form of Warrant Agreement -
relating to the Japan Index
Call Warrants (incorporated
by reference to Exhibit 1.1
to the Registration Statement
on Form 8-A filed with the
Securities and Exchange
Commission on July 19, 1994).
4(c)(7) Form of Warrant Agreement -
relating to the Japan Index
Put Warrants (incorporated
by reference to Exhibit 1.2
to the Registration Statement
on Form 8-A filed with the
Securities and Exchange
Commission on July 19, 1994).
8 Opinion of Weil, Gotshal & 4
Manges as to tax matters.
23(c) Consent of Weil, Gotshal & -
Manges (included in Exhibit
8 hereto).
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WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
Writer's Direct Line
July 29, 1994
The Board of Directors
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, NY 10167
Ladies and Gentlemen:
We have acted as special United States tax counsel to The Bear Stearns
Companies Inc. (the "Company") in connection with the issuance of the
Japan Index Call Warrants and the Japan Index Put Warrants described
in the prospectus supplement, subject to completion, dated July 18,
1994 (the "Prospectus Supplement") to the prospectus dated April 8,
1994 (the "Prospectus").
We have examined the Prospectus Supplement and such corporate records,
agreements, documents and other instruments and such certificates or
comparable documents of public officials and 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 opinion hereinafter set forth.
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 all documents
submitted to us as certified or photostatic copies and the
authenticity of the originals of such later documents. 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. We have further assumed
that the Warrants will conform to the forms thereof that we have
examined.
Based upon the foregoing we are of the opinion that the statements in
the Prospectus Supplement under the caption "Certain United States
Federal Income Tax Considerations",
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The Board of Directors
July 29, 1994
Page
insofar as they relate to the provisions of United States federal tax
law therein described, are accurate in all material respects.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to any and all references to our firm in
the Prospectus or Prospectus Supplement.
This opinion is rendered solely for your benefit in connection with
the transactions described above. This opinion may not be used or
relied upon by any other person and may not be disclosed, quoted,
filed with a governmental agency or otherwise referred to without our
prior written consent except as noted above.
Very truly yours,
WEIL, GOTSHAL & MANGES
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