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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): October 25, 1995
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. 33-60065) as exhibits to
such Registration Statement:
4(c)(9) --Form of Warrant Agreement relating to the Nikkei
225 Index Strike Reset Call Warrants.(1)
8 --Opinion of Weil, Gotshal & Manges as to tax
matters.(2)
23(c) --Consent of Weil, Gotshal & Manges (included in
Exhibit 8 hereto).
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(1) Incorporated by reference to Exhibit 1.1 to the
Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on October 13,
1995.
(2) 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: October 25, 1995 By: /s/ Samuel L. Molinaro, Jr.
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Samuel L. Molinaro, Jr.
Senior Vice President- Finance
NYFS04...:\25\22625\0273\1324\FRM0125R.520
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EXHIBIT INDEX
Exhibit No.: Description: Page No.:
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4(c)(9) Form of Warrant Agreement -
relating to the Nikkei 225 Index
Strike Reset 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 October 13, 1995).
8 Opinion of Weil, Gotshal & 5
Manges as to tax matters.
23(c) Consent of Weil, Gotshal & -
Manges (included in Exhibit
8 hereto).
NYFS04...:\25\22625\0273\1324\FRM0125R.520
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EXHIBIT 8
WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
1615 L Street, N.W.
Washington, D.C. 20036-5610
(202) 682-7000
Fax: (202)857-0939
(202) 857-0940
Telex: ITT 440045
Writer's Direct Line
(202) 682-7000 October 25, 1995
The Board of Directors
Bear, Stearns & Co. Inc.
245 Park Avenue
New York, New York 10167
Ladies and Gentlemen:
We have acted a special United States tax counsel to The Bear Stearns Companies
Inc. (the "Company") in connection with the Nikkei 225 Index Stock Reset Call
Warrants described in the prospectus supplement, subject to completion, dated
October 6, 1995 (the "Prospectus Supplement") to the prospectus dated July 28,
1995 (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 of 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 the representations, warranties and covenants
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
Bear, Stearns & Co. Inc.
October 25, 1995
Page 2
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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